Form 8 (OPD) - Loungers Plc

Loungers PLC

11 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:	Loungers 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	Loungers plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	11 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 £0.01 each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	Nil	Nil	Nil
(2) Cash-settled derivatives:	Nil	Nil	Nil	Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil	Nil	Nil
TOTAL:	Nil	Nil	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:	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:

(i)   Interests held by the directors of Loungers plc Class of relevant security: Ordinary shares of £0.01 each Name: Number of Loungers plc shares held %1 Alexander Reilley 6,751,432 6.49 Nicholas Collins 776,8372 0.75 Jill Little 13,903 0.01 Adam Bellamy 24,012 0.02 Nicholas Backhouse 13,903 0.01 1 Percentages are based on Loungers plc's issued share capital as at close of trading on 10 December 2024. 2 Excludes 179,439 shares held jointly by Nicholas Collins and Apex Financial Services (Trust Company) Limited (formerly Link Trustees (Jersey) Limited) (see (ii) below). (ii)  Interests held by persons acting in concert with Loungers plc Class of relevant security: Ordinary shares of £0.01 each Name: Number of Loungers plc shares held %1 Apex Financial Services (Trust Company) Limited3 269,1583 0.26 Jacob Bishop4 6,507,432 6.26 3 Apex Financial Services (Trust Company) Limited (formerly Link Trustees (Jersey) Limited) is the trustee of the Loungers plc Employee Benefit Trust and in this capacity, shares the ownership of 89,719 shares and 179,439 shares in Loungers plc with each of Justin Carter and Nicholas Collins (respectively) pursuant to the terms of two joint ownership equity agreements entered into in 2019. Each of Justin Carter and Nicholas Collins has an interest in such shares which is limited to the increase in their value above a hurdle price of £2. 4 Jacob Bishop is a co-founder and a member of the senior management team of Loungers plc. (iii) Interests held as options under the Loungers plc share plans by directors of Loungers plc Class of relevant security: Ordinary shares of £0.01 each Name: Loungers Share Plan Date of grant Number of Loungers plc shares under award Normal vesting date Expiry Date Nicholas Collins IPO Restricted Share Plan 29/04/2019 450,000 29/04/2020 29/04/2030 RSP - Value Creation Plan 27/04/2022 238,292 13/07/2022 27/04/2032 One-off retention awards under the Restricted Share Plan 02/05/2023 131,143 25/07/2023 01/05/2033 FY25 Restricted Share Plan 01/06/2023 267,780 25/07/2025 31/05/2033 FY26 Restricted Share Plan 13/12/2023 259,493 25/07/2026 12/12/2033 Total 1,346,708 Alexander Reilley RSP - Value Creation Plan 27/04/2022 89,359 13/07/2022 27/04/2032 One-off retention awards under the Restricted Share Plan 02/05/2023 107,569 25/07/2023 01/05/2033 FY25 Restricted Share Plan 01/06/2023 110,262 25/07/2025 31/05/2033 FY26 Restricted Share Plan 13/12/2023 106,850 25/07/2026 12/12/2033 Total 414,040

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:	11 December 2024
Contact name:	Stephen Marshall
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