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Revolution Bars (RBG)

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Thursday 03 August, 2017

Revolution Bars

Form 8 (OPD) Revolution Bar Groups

RNS Number : 0248N
Revolution Bars Group
03 August 2017
 

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:

Revolution Bars Group plc (the "Offeree")

(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.

The persons/entities listed in section 3 below

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

       Use a separate form for each offeror/offeree

Revolution Bars Group plc

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

Offeree

(e) Date position held:

       The latest practicable date prior to the disclosure

2 August 2017

(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 (ISIN: GB00BVDPPV41)

 

 

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:

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 the Offeree's ordinary shares held by directors of the Offeree

 

Class of relevant security:

Ordinary shares of £0.001 each (ISIN: GB00BVDPPV41)

Name

Number

%

Keith Edelman

 

45,500

0.09

Mark McQuater

 

927,370

1.85

Michael Shallow

 

25,653

0.05

 

Total

 

998,523

 

1.99

 

 

(b)    Interests in the Offeree's ordinary shares held by directors of the Offeree pursuant to the Offeree's Performance Share Plan ("PSP") and Company Share Option Plan ("CSOP")

 

Class of relevant security:

Ordinary shares of £0.001 each (ISIN: GB00BVDPPV41)

Name

Maximum number

Date of grant

Vesting period

Exercise price per share

Mark McQuater (PSP awards)

 

1,400,000(1)

19 March 2015

March 2018 - March 2020(2)

£0.001

Mark McQuater (CSOP awards)

15,706(1)

19 March 2015

19 March 2018 - 31 July 2018

£1.91

(1)    Subject to the satisfaction of performance criteria. The CSOP awards will be exercised first and the number of Offeree ordinary shares received on an exercise of awards under the PSP will be reduced by such number of Offeree ordinary shares as have a value equal to the gain on the Offeree ordinary shares which are the subject of the CSOP awards.

(2)    Vesting occurs in stages over three overlapping years.

 

 

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 August 2017

Contact name:

Mike Foster - CFO

Telephone number:

0161 330 3876

 

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.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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