FORM 8 (OPD) - Blancco Technology Group plc

Blancco Technology Group PLC

16 August 2023

 

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:	Blancco Technology 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	Blancco Technology Group plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	15 August 2023
(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"	N/A If YES, specify which:

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:	Ordinary shares of 2p each
	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:	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:

(a)  Interests held by the directors of Blancco Technology Group plc, their close relatives and related trusts (excluding share awards set out in (b) below): Name Number of ordinary shares Percentage of existing issued share capital Matthew Jones 469,588 0.62% Adam Moloney 216,105 0.28% Robert Woodward 42,134 0.05% Frank Blin 37,893 0.05% Thomas Skelton1 35,000 0.04%  1Thomas Skelton holds his interests jointly with Lorella Skelton. (b)  Options and awards granted under Blancco Technology Group plc's share plans held by the directors of Blancco Technology Group plc: Name Share Plan Date of grant Number of ordinary shares Vesting date Exercise price (per share) Matthew Jones PSP3 11/11/2020 202,439 10/11/2023 £0.00 14/12/2021 192,477 04/10/2024 £0.00 07/10/2022 402,427 07/10/2025 £0.00 SAYE4 29/03/2021 7,985 01/05/2024 £2.28 Adam Moloney PSP3 11/11/2020 74,614 10/11/2023 £0.00 14/12/2021 70,846 04/10/2024 £0.00 07/10/2022 122,315 07/10/2025 £0.00 SAYE4 29/03/2021 7,894 01/05/2024 £2.28 3 Under normal circumstances, a PSP award will vest on the 3rd anniversary of the date of grant to the extent the applicable performance conditions have been satisfied, following which shares will be delivered to the participant. In the context of a change of control: (i) the extent to which an award vests will be determined by the Company's remuneration committee and (ii) vesting will occur at the point in time when the offeror acquires control as a result of the offer becoming or being declared wholly unconditional. Awards will lapse 1 month after a change of control.  4 Under normal circumstances, a SAYE option will vest on the 3rd anniversary of the date of grant, following which employees have 6 months to exercise their SAYE options. In the context of a change of control: (i) SAYE options will become exercisable to the extent of an SAYE optionholder's accrued savings under their SAYE savings contract and (ii) vesting will occur when the offeror acquires control as a result of the offer becoming or being declared wholly unconditional. Awards will cease to be exercisable 1 month after a change of control. (c)  Interests and short positions held by connected advisers of Blancco Technology Group plc:

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:	16 August 2023
Contact name:	Lorraine Young (Company Secretary)
Telephone number:	[phone]

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