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Amigo Holdings PLC (AMGO)

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Monday 10 February, 2020

Amigo Holdings PLC

Form 8 (OPD) Amigo Holdings PLC

RNS Number : 5080C
Amigo Holdings PLC
10 February 2020
 

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:

Amigo 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

Amigo Holdings PLC

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

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

6 February 2020

(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:

 


 

 

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:

 

a)    Interests held by directors and employees of Amigo Holdings PLC and their close relatives and related trusts (excluding the options and awards set out below):

 

Name

Number of relevant securities (all Amigo Holdings PLC ordinary shares unless otherwise indicated)

% of issued ordinary share capital

Stephan Wilcke

10,155,613

2.14

Naynesh Patel

1,462,556

0.31

Nicholas Beal(1)

894,651

0.19

Stephen King(1)

550,888

0.12

Richard Price

460,000

0.10

Roger Lovering

333,431

0.07

Hamish Paton(1)

51,720

0.01

Nayan Kisnadwala

16,973

0.00

James Benamor

-

-

  

         Note       

(1) These individuals are currently enrolled in the Amigo Share Incentive Plan, with 1,720 of  their shares held within this plan and half that number are subject to forfeiture in accordance with the rules of the plan

 

b)    Options and awards held by directors and certain employees of Amigo Holdings PLC in Amigo Holdings PLC shares

 

Amigo LTIP

 

Name

Date of Grant

Number of Shares

Exercise Price

Vesting Date

Hamish Paton

29/07/2019

620,655

N/A

29/07/2019

12/09/2019

1,103,753

N/A

30/09/2022

Nayan Kisnadwala

12/09/2019

470,475

N/A

30/09/2022

Naynesh Patel

12/09/2019

279,387

N/A

30/09/2022

Nicholas Beal

12/09/2019

198,675

N/A

30/09/2022

Stephen King

12/09/2019

124,172

N/A

30/09/2022

 

Amigo SAYE

 

Name

Date of Grant

Number of Shares

Exercise Price

Vesting Date

Nicholas Beal

01/11/2019

28,266

£0.6368

01/11/2022

Stephen King

01/11/2019

28,266

£0.6368

01/11/2022

Naynesh Patel

01/11/2019

28,266

£0.6368

01/11/2022

Hamish Paton

01/11/2019

28,266

£0.6368

01/11/2022

 

 

c)     Interests held by other persons presumed to be acting in concert with Amigo Holdings PLC

 

Name

Number of relevant securities (all Amigo Holdings PLC ordinary shares unless otherwise indicated)

% of issued ordinary share capital

Richmond Group Limited

288,350,667

60.66

Kelly Black

579,882

0.12

 

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:

10 February 2020

Contact name:

Roger Bennett

Telephone number:

+44 78 8030 0157

 

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 +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

 


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