Last checked at 15 Oct 2020 17:50
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: | Gfinity 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 | Gfinity plc |
(d) Is the discloser the offeror or the offeree? | Offeree |
(e) Date position held: The latest practicable date prior to the disclosure | 14 October 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:
| Ordinary shares of 0.1p each in Gfinity plc | |||
| 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: | 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: |
Ordinary Shares of 0.1 pence each in the capital of the Company
|
a. Interests in Gfinity plc's ordinary shares of 0.1p each held by the directors of Gfinity plc
Director | Number of Ordinary Shares | % of issued share capital |
Neville Upton | 14,877,245 | 1.95% |
John Clarke | 722,222 | 0.09% |
Jonathan Hall | 722,222 | 0.09% |
Preeti Mardia | 111,112 | 0.01% |
Andrew MacLeod | 78,704 | 0.01% |
Total | 16,511,505 | 2.16% |
b. Interests of Directors of Gfinity plc under the Gfinity plc LTIP Option Scheme
Name | Description of award | Number ofGfinity Plc relevant securities | Exercise price | Grant date | Expiry date |
Neville Upton | LTIP Options | 5,000,000 | 1p | 14/04/2020 | 08/04/2030 |
John Clarke | LTIP Options | 8,000,000 | 1p | 14/04/2020 | 08/04/2030 |
Jonathan Hall | LTIP Options | 5,000,000 | 1p | 14/04/2020 | 08/04/2030 |
Andrew MacLeod | LTIP Options | 1,000,000 | 23.125p | 22/12/2017 | 21/12/2027 |
Preeti Mardia | LTIP Options | 1,000,000 | 23.125p | 22/12/2017 | 21/12/2027 |
Details of how the Directors Options vest can be read in their respective "Grant of Share Options" announcements as published on 14 April 2020, and 22 December 2017.
c. Interests of Directors of Gfinity plc in warrants to subscribe for ordinary shares
Name | Description | Number ofGfinity Plc relevant securities | Exercise price | Expiry date |
John Clarke | Warrants | 500,000 | 1p | 23/10/2021 |
Jonathan Hall | Warrants | 500,000 | 1p | 23/10/2021 |
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: | 15 October 2020 |
| Contact name: | Jonathan Hall |
| Telephone number: | 07710 413 169 |
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.