Form 8 (OPD) - Zinc Media Group plc

RNS Number : 7322G

Zinc Media Group PLC

31 May 2017

 

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:	Zinc Media Group 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	Zinc Media Group plc
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	31 May 2017
(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.         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	Nil	Nil
(2) Cash-settled derivatives:	Nil	Nil	Nil	Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil	Nil	Nil
TOTAL:	Nil	Nil	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:	N/A

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:

Interests of directors of Zinc Media Group plc and their connected persons in ordinary shares of Zinc Media Group plc Name Role No. of ordinary shares Percentage holding Peter Bertram Chairman 2,812,500 0.45 David Galan CFO and COO 1,400,000 0.23 Jonathan Goodwin Non-executive Director 11,766,660(1) 1.90 (1)        This includes 2,766,660 ordinary shares held by Lepe Partners LLP, a limited liability             partnership of which Jonathan Goodwin is a member Interests of directors of Zinc Media Group plc and their connected persons in rights to subscribe for ordinary shares in Zinc Media Group plc Name No. of options Vesting period Exercise price Peter Bertram 6,000,000 05.12.2016 - 05.12.2019 0.75p David Galan 12,000,000 05.12.2016 - 05.12.2019 0.75p Jonathan Goodwin 3,000,000 05.12.2016 - 05.12.2019 0.75p Interests of persons acting in concert with Zinc Media Group plc Name No. of ordinary shares Percentage holding Herald Investment Management Limited (on behalf of discretionary clients)(1) 208,789,564 33.69 John Booth and The John Booth Charitable Foundation 39,123,760 6.31 (1)        This disclosure replaces the Form 8.3 Public Opening Position Disclosure by Herald             Investment Management Limited released at 14:54 on 23 May 2017

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:	31 May 2017
Contact name:	David Galan
Telephone number:	020 7878 2320

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 [phone].

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

 

END

 

 

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