Form 8 (OPD) Brand Architekts plc

Brand Architekts Group PLC

18 December 2024

 

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:	Brand Architekts Group plc ("Brand Architekts")
(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	Brand Architekts
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	18 December 2024
(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:	Ordinary Shares of 5 pence each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	0.00	Nil	0.00
(2) Cash-settled derivatives:	Nil	0.00	Nil	0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	0.00	Nil	0.00
TOTAL:	Nil	0.00	Nil	0.00

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:	N/A
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)   Holdings of Ordinary Shares of 5 pence each by directors of Brand Architekts and their close relatives Name No. Ordinary Shares Held % of total issued share capital carrying voting rights Quentin Higham 37,037  0.13% Roger McDowell 1,676,490 6.00% Christopher How 196,686* 0.70% *This includes 109,470 ordinary shares held by Christopher How and 87,216 ordinary shares held by his close relative (b) The directors of Brand Architekts have the following rights to subscribe for the following relevant securities under the share options plans: Quentin Higham Plan/award Date of award Number of shares Exercise price Vesting date Expiry date Long Term Incentive Plan 2023 12 December 2023 169,231 £0.265 12 December 2026 12 December 2029 2017 Company Share Option Plan 12 December 2023 230,769 £0.265 12 December 2026 12 December 2029 Long Term Incentive Plan 2023 9 June 2023 230,000(1) nil 30 June 2026 n/a (1)   The performance conditions for this award have not been met and so this award will not vest or be exercisable as a result of the Acquisition Geoff Ellis Plan/award Date of award Number of shares Exercise price Vesting date Expiry date 2017 Company Share Option Plan 14 December 2023 50,000 £0.265 14 December 2026 14 December 2029

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:	18 December 2024
Contact name:	Geoff Ellis, Chief Financial Officer
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