Form 8 (OPD) (Honeycomb Investment Trust plc)

RNS Number : 7391W
Honeycomb Investment Trust PLC
20 August 2020
 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.  KEY INFORMATION

 

(a) Full name of discloser:

Honeycomb Investment Trust plc

(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.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

  Use a separate form for each offeror/offeree

Honeycomb Investment Trust plc ("HIT")

(d) Is the discloser the offeror or the offeree?

OFFEROR

(e) Date position held:

  The latest practicable date prior to the disclosure

19 August 2020

(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"

Yes - Pollen Street Secured Lending plc

 

2.  POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

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)  Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 


 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

-

Nil

-

(2) Cash-settled derivatives:

 

Nil

-

Nil

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

-

Nil

-

 

  TOTAL:

Nil

-

Nil

-

 

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)  Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

None

Details, including nature of the rights concerned and relevant percentages:

None

 

 

3.  POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

a). Interests of PDMRs of Pollen Street Capital Limited in HIT's ordinary shares of £0.01 each:

 

PDMR

Number of ordinary shares

% of voting rights (1)

Lindsey McMurray(2)

555,294

1.53

Matthew Potter(3)

139,558

0.38

James Scott

113,530

0.31

Michael England (4)

72,941

0.20

Ian Gascoigne

68,529

0.19

Howard Garland

50,000

0.14

Steve Plowman(5)(6)

45,469

0.13

 

(1)  As at 19 August 2020, HIT had 39,449,919 ordinary shares of £0.01 each in issue, of which 3,131,721 ordinary shares were held in treasury. The total number of voting rights in HIT was therefore 36,318,198.

(2)  Shares are held jointly by Lindsey McMurray and her husband.

(3)  Includes 7,500 shares owned by Matthew Potter's wife.

(4)  Includes 20,000 shares held on trust in favour of Michael England's children.

(5)  Steve Plowman is a previous PDMR of Pollen Street Capital Limited.

(6)  Shares held indirectly through Hap Limited, a private limited company jointly owned by Steve Plowman and his wife.

 

b). Interests of persons presumed to be acting in concert with HIT in HIT's ordinary shares of £0.01 each:

 

Shareholder

Number of ordinary shares owned and/or controlled (2)

% of voting rights (1)

Quilter plc (and its subsidiaries)(3)

10,397,730

28.63

 

(1)  As at 19 August 2020, HIT had 39,449,919 ordinary shares of £0.01 each in issue, of which 3,131,721 ordinary shares were held in treasury. The total number of voting rights in HIT was therefore 36,318,198.

(2)  Information relating to Quilter plc's ("Quilter") interests in HIT's securities has been taken from the latest dealing disclosure made by Quilter on 19 August 2020 in respect of HIT securities.

(3)  Under the UK Takeover Code, Quilter is presumed to be acting in concert with HIT as it has ownership or control of 20 per cent. or more of HIT's equity share capital.

 

 

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).

 

4.  OTHER INFORMATION

 

(a)  Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"


None

 

 

 

(b)  Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, 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

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

No

Supplemental Form 8 (SBL)

No

 

 

Date of disclosure:

20 August 2020

Contact name:

Tom O'Neill

Telephone number:

+(44) 203 728 6750

 

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 disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .

 


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