Replacement - Form 8 (DD) - 888 Holdings Plc

RNS Number : 2328H
888 Holdings plc
16 August 2016
 

The following amendment has been made to the 'Form 8 (OPD) 888 Holdings plc' announcement released on 5 August 2016 at 11.00am under RNS No 4052G.

 

Amendment to the table in section 3.iii.  All other details remain unchanged.

 

The full amended text is shown below.

 

 

FORM 8 (OPD)

AMENDMENT TO SECTION 3.iii

 

 

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:

The Rank Group Plc AND 888 Holdings 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

888 Holdings plc

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

OFFEROR

(e) Date position held:

     The latest practicable date prior to the disclosure

4 August 2016

(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 - the Discloser is also  making disclosures in respect of The Rank Group Plc and William Hill Group Plc on 5 August 2016

 

 

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 0.5 pence shares

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

nil

0

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:

nil

0

nil

0

 

 

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:

 

i.          Ordinary shares of 0.5  pence each held by directors of The Rank Group Plc or 888 Holdings plc

 

Ordinary shares of 0.5 pence each


Number of Shares

%

888 Holdings plc - Directors

 

Brian Mattingley

142,857

0.04

Itai Frieberger

1,337,196

0.37

Amos Pickel

100,000

0.03

 

ii.         Options and awards held by directors of The Rank Group Plc or 888 Holdings plc

 

Name of Director holding Options

Name of Plan

Shares in respect of which options granted

Exercise Price

Exercise Date / Vesting Date



Options and Awards held by 888 Holdings plc directors:


Aviad Kobrine

The 888
All-Employee Plan

3,262,883

Nil-cost

Fully vested


248,845

Nil-cost

28/03/2017


245,725

Nil-cost

28/08/2018


The 888 Long-Term Incentive Plan 2015

221,277

Nil-cost

22/03/2019


94,761

Nil-cost

08/05/2019


Itai Frieberger

The 888 All-Employee Plan

12,175

Nil-cost

21/11/2016


310,697

Nil-cost

28/03/2017


3,999,424

Nil-cost

28/08/2018


The 888 Long-Term Incentive Plan 2015

289,799

Nil-cost

22/03/2019


252,927

Nil-cost

08/05/2019


Total:


8,938,513




 

iii.        Ordinary Shares of 0.5 pence held by other Concert Parties of The Rank Group Plc or 888 Holdings plc

 

Class of relevant security:

Ordinary shares of 13 8/9 pence each


Number of Shares

%

Holdings of the Concert Parties of 888 Holdings plc:

 

O Shaked Shares Trust

86,283,534

24.07

Sinitus Nominees Limited in bare trust on behalf of Dalia Shaked

86,283,534

24.07

Ben-Yitzhak Family Shares Trust

9,280,590

2.59

Avi Shaked and close relatives

34,482

0.01

 

iv.        Non-exempt Ordinary Shares of 0.5 pence held by Numis Securities Limited

 

Ordinary shares of 0.5 pence each


Number of Shares

%

Numis Securities Ltd

Nil

Nil

 

v.         Non-exempt Ordinary Shares of 0.5 pence held by Peel Hunt LLP

 

Ordinary shares of 0.5 pence each


Number of Shares

%

Peel Hunt LLP

Nil

Nil

 

vi.        Non-Exempt Ordinary Shares of 0.5 pence held by Morgan Stanley

 

Class of relevant security:

Exposure Type

Amount

Morgan Stanley

Equity

Nil

 

Counterparty Exposure

No Counterparty Exposure,
No Primary Lending Exposure

 

 

 

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:

5 August 2016

Contact name:

Frances Bingham / Gil White

Telephone number:

+ 44 1628-504-259 / +972 3 692 2076

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk.  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.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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