Form 8 (OPD) (Libertine Holdings plc)

Libertine Holdings PLC

03 May 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:	Libertine 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	Libertine Holdings plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	2 May 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"	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 £0.001 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:	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:

(a)  Interests in Libertine Holdings plc's ordinary shares in which the directors of Libertine Holdings plc are interested (including their close relatives and related trusts): Class of relevant securities: Ordinary Shares of £0.001 each Director Number of Libertine Holdings plc's ordinary shares held Percentage of total issued share capital (excluding shares under option)* Samuel Cockerill** 14,245,000 10.23% Gareth Hague 100,000 0.07% Douglas Montgomery 2,119,590 1.52% Keith Jackson 50,000 0.04% Peter Wright 78,071 0.06% *Percentages have been rounded **The holdings of Samuel Cockerill are split between his personal holding (12,400,000) and his investment vehicle, Sam Cockerill Limited (1,845,000) (b)  Options over Libertine Holdings plc's ordinary shares held by the directors of Libertine Holdings plc and their close relatives and related trusts (i)  Options and awards held by Samuel Cockerill Date of award Number of shares Exercise price Exercise period/vesting date 13 December 2021 1,125,000 £0.02 Vested 23 December 2021.  Unexercised options lapse 10 years from grant date. 22 February 2023 1,166,500 £0.001 Vesting date -31 March 2025. 50% exercisable from 31 March 2025 and remaining 50% exercisable from 31 March 2026.  Unexercised options lapse 10 years from grant date. (ii)  Options and awards held by Gareth Hague  Date of award Number of shares Exercise price Exercise period/vesting date 13 December 2021 1,655,000 £0.02 Vested 23 December 2021.  Unexercised options lapse 10 years from grant date. 22 February 2023 1,112,000 £0.001 Vesting date -31 March 2025. 50% exercisable from 31 March 2025 and remaining 50% exercisable from 31 March 2026.  Unexercised options lapse 10 years from grant date. (iii)  Options and awards held by Keith Jackson Date of award Number of shares Exercise price Exercise period/vesting date 7 December 2021 1,195,000 £0.02 Vested 23 December 2021.  Unexercised options lapse 10 years from grant date. (c)  Interests in Libertine Holdings plc's ordinary shares in which other concert party members are interested: Class of relevant securities: Ordinary shares of £0.001 each Name Number of Libertine Holdings plc's ordinary shares held Percentage of total issued share capital (excluding shares under option)* Providence Holdings Limited** 15,402,830 11.06% Sarah Jayne Haynes 2,340,000 1.68% Edward Watson Haynes 240,000 0.17% Watson Haynes Limited 880,770 0.63% *Percentages have been rounded **Providence Holdings Limited is a Company of which Samuel Cockerill is a director.  The beneficial owners of Providence Holdings Limited are Pamela Cockerill and Martin Cockerill. These parties are deemed to be acting in concert with each other for the purposes of the City Code.

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:	3 May 2024
Contact name:	Gareth Hague
Telephone number:	0114 242 1161

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