FORM 8 (DD)
PUBLIC
DEALING
DISCLOSURE
BY
A
PARTY
TO
AN
OFFER
OR
PERSON
ACTING
IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules
8.1,
8.2
and
8.4
of
the
Takeover
Code
(the
“Code”)
1.
KEY
INFORMATION
(a) Full name of discloser: | Alan Dale |
(b) Owner or controller of interests and short positions
disclosed,
if
different
from
1(a):
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. |
|
(c)
Name
of
offeror/offeree
in
relation
to
whose relevant securities this form relates:
Use a separate form for each offeror/offeree |
PayPoint Plc, the Offeror |
(d)
Status
of
person
making
the
disclosure:
e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree) |
Person acting in concert with the Offeror |
(e) Date dealing undertaken: | 15 December 2022 |
(f)
In
addition
to
the
company
in
1(c)
above,
is
the discloser
making
disclosures
in
respect
of
any other party to the offer?
If it is a cash offer or possible cash offer, state “N/A” |
No |
2. POSITIONSOFTHEPERSONMAKINGTHEDISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interestsandshortpositionsintherelevantsecuritiesoftheofferororofferee to which the disclosure relates following the dealing
Class of relevant security: | Ordinary shares of 1/3 pence each in PayPoint plc | |||
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 12,460 | 0.0180 | Nil | 0 |
(2) Cash-settled derivatives: | Nil | 0 | Nil | 0 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0 | Nil | 0 |
TOTAL: |
12 ,460* | 0.0180 | Nil | 0 |
* Includes 3000 shares held by Sylvia Dale (spouse of Alan Dale).
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rightstosubscribefornewsecurities(includingdirectors’andotheremployee options)
Class of relevant security in relation to which subscription right exists: | Ordinary shares of 1/3 pence each in PayPoint plc | |||||
Details,
including
nature
of
the
rights concerned
and
relevant
percentages:
* SIP Awards are made on a monthly basis on the basis of one Matching Share for each Partnership Share. The beneficial ownership of the Matching Shares will pass to the directors listed above three years’ following their grant and subject to continued employment and the retention of the underlying Partnership Shares. |
RSA | 9,274 | Jul 2023 | Nil | ||
RSA | 14,857 | Aug 2024 | Nil | |||
RSA | 16,447 | Jun 2025 | Nil | |||
RSA | 7,428 | Aug 2025 | Nil | |||
RSA | 8,223 | Jun 2026 | Nil | |||
RSA | 7,429 | Aug 2026 | Nil | |||
RSA | 8,224 | Jun 2027 | Nil | |||
DABS | 7,231 | Aug 2024 | Nil | |||
DABS | 10,625 | Jun 2025 | Nil | |||
SIP* | 2,730* | N/A | Nil | |||
3.
DEALINGS
BY
THE
PERSON
MAKING
THE
DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchasesandsales
(i) Partytoanofferorpersonactinginconcert(exceptforaprincipaltraderinthe same group as a connected adviser)
Class of relevant security | Purchase/sale | Number of securities | Price per unit |
Ordinary 1/3p share | Purchase | 4,000 | £ 5.09 |
(ii) Principaltraderwherethesolereasonfortheconnectionisthattheprincipal trader is in the same group as a connected adviser
Class of relevant security | Purchases/ sales | Total number of securities | Highest price per unit paid/received | Lowest price per unit paid/received |
N/a |
(b) Cash-settledderivativetransactions
Class of relevant security |
Product description
e.g. CFD |
Nature
of
dealing
e.g. opening/closing a long/short position, increasing/reducing a long/short position |
Number of reference securities | Price per unit |
N/a |
(c) Stock-settledderivativetransactions(includingoptions)
(iii) Writing,selling,purchasingorvarying
Class of relevant security |
Product description
e.g. call option |
Writing, purchasing, selling, varying etc. |
Number
of
securities
to which
option relates |
Exercise price per unit |
Type
e.g. American, European etc. |
Expiry date | Option money paid/ received per unit |
N/a |
(iv) Exercise
Class
of
relevant security |
Product description
e.g. call option |
Exercising/
exercised against |
Number of securities | Exercise price per unit |
N/a |
(d) Otherdealings(includingsubscribingfornewsecurities)
Class of relevant security |
Nature
of
dealing
e.g. subscription, conversion |
Details | Price per unit (if applicable) |
N/a |
4.
OTHER
INFORMATION
(a) Indemnityandotherdealingarrangements
(b) Agreements,arrangementsorunderstandingsrelatingtooptionsorderivatives
Details
of
any
agreement,
arrangement
or
understanding,
formal
or
informal,
between the
party
to
the
offer
or
person
acting
in
concert
making
the
disclosure
and any
other person relating to:
(i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state “none” |
None |
(c) Attachments
AreanySupplementalFormsattached?
Supplemental Form 8 (Open Positions) | No |
Supplemental Form 8 (SBL) | No |
Date of disclosure: | 15 December 2022 |
Contact name: | Brian McLelland |
Telephone number: | 07721211100 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk .