Form 8 (OPD) - Warpaint London plc

Warpaint London PLC

17 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:	Warpaint London 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	Warpaint London plc
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	17 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:	ORD 25p
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	-	Nil	-
(2) Cash-settled derivatives:	Nil	-	Nil	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	-	Nil	-
TOTAL:	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:	None
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)    Shareholdings of ordinary shares by directors of Warpaint London plc (the "Company") and their close relatives Name Number of Ordinary Shares held % of total issued share capital Samuel Bazini1 15,994,227 19.82% Eoin Macleod2 15,994,227 19.82% Clive Garston 132,197 0.16% Neil Rodol 105,921 0.13% Keith Sadler 42,399 0.05% Paul Hagon 32,615 0.04% Sharon Daly 6,040 0.00% Indira Thambiah 1,960 0.00% Sally Craig 980 0.00% 1 Of the 15,994,227 shares held 4,250,000 are held by Sara Bazini, Samuel Bazini's spouse 2 of the 15,994,227 shares held 4,250,000 are held by Laura Macleod, Eoin Macleod's spouse b)    The directors of the Company have the following rights to subscribe for the following relevant Warpaint London plc securities Name Date of grant Type of grant Vesting period Exercise price (p) Expiry Date No. of outstanding options Neil Rodol 24 Nov 2023 CSOP 3 years 325 24 Nov 2033 9,230 24 Nov 2023 EMI (Non-qualifying) 3 years 325 24 Nov 2033 110,770 5 Dec 2024 EMI (Non-qualifying) 3 years 490 5 Dec 2034 120,000 Sally Craig 29 Jun 2017 EMI 3 years 237.5 29 Jun 2027 10,000 20 May 2020 CSOP 3 years 49.5 20 May 2030 10,000 24 Nov 2023 CSOP 3 years 325 24 Nov 2033 10,000 5 Dec 2024 EMI (Non-qualifying) 3 years 490 5 Dec 2024 10,000 Paul Hagon1 01 Mar 2022 Non-qualifying Option 3 years 127.5 1 Mar 2032 200,000 1 Option granted to consultancy company Ward & Hagon Management Consulting LLP, of which director Paul Hagon is a partner. Options relate to Warpaint London plc's CSOP and EMI plans awarded by the remuneration committee. The CSOP and EMI plans are subject to performance criteria (if any) as disclosed within the Company's Annual Report for the relevant year of the awards.

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:	17 December 2024
Contact name:	Sally Craig
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