Form 8 (OPD) Finsbury Food Group plc

Finsbury Food Group PLC

27 September 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:	Finsbury Food 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	Finsbury Food Group Plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	26 September 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

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 £0.01 each
	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:	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:

Shares held by the directors of Finsbury Food Group Plc (held beneficially by them or their close relatives)
Name	Number of Ordinary Shares of £0.01 each in the Offeree interested in	Percentage of total issued share capital (%) (excluding shares under option) of the Offeree
John Duffy	263,387	0.20%
Alice Duffy (a person closely associated with John Duffy) - direct holding	2,332,898	1.79%
Alice Duffy (a person closely associated with John Duffy) - indirectly via a Hargreaves Lansdowne ISA account	273,913	0.21%
Stephen Boyd	92,430	0.07%
Nicola Boyd (a person closely associated with Stephen Boyd)	1,280,057	0.98%
Peter Baker	96,817	0.07%
Bob Beveridge	15,445	0.01%
Marnie Millard	9,701	0.01%

Awards granted to the directors of Finsbury Food Group Plc outstanding
Name	Date of Grant	Description of Award	Number of Ordinary Shares of £0.01 each subject to the outstanding awards	Exercise price (pence)	Earliest Exercise Date	Last Exercise Date
John Duffy	04/12/2015	PSP	655,614	Nil	01/07/2020	04/12/2025
John Duffy	28/10/2019	RSA	512,195	Nil	28/10/2022	28/10/2029
John Duffy	28/10/2019	CSOP	36,585	82.00p	28/10/2022	28/10/2029
John Duffy	28/10/2019	PSP	379,876	Nil	03/07/2024	28/10/2029
John Duffy	22/10/2020	PSP	705,888	Nil	02/07/2025	22/10/2030
John Duffy	01/11/2021	PSP	468,608	Nil	30/06/2026	01/11/2031
John Duffy	03/11/2022	PSP	641,970	Nil	29/06/2027	03/11/2032
Stephen Boyd	04/12/2015	PSP	476,364	Nil	01/07/2020	04/12/2025
Stephen Boyd	28/10/2019	RSA	358,780	Nil	28/10/2022	28/10/2029
Stephen Boyd	28/10/2019	CSOP	36,585	82.00p	28/10/2022	28/10/2029
Stephen Boyd	28/10/2019	PSP	266,094	Nil	03/07/2024	28/10/2029
Stephen Boyd	22/10/2020	PSP	494,458	Nil	02/07/2025	22/10/2030
Stephen Boyd	01/11/2021	PSP	328,249	Nil	30/06/2026	01/11/2031
Stephen Boyd	03/11/2022	PSP	449,685	Nil	29/06/2027	03/11/2032

Shares held by persons acting in concert with Finsbury Food Group Plc
Name	Number of Ordinary Shares of £0.01 each in the Offeree interested in	Percentage of total issued share capital (%) of the Offeree
Finsbury Food Group Employee Benefit Trust	6,308,728	4.84%

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:	27 September 2023
Contact name:	Laura Nuttall (ONE Advisory)
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