23 Jun 2020 12:05
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: | Be Heard Group 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 | Be Heard Group plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 22 June 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:
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| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | N/A | N/A | N/A | N/A |
(2) Cash-settled derivatives:
| N/A | N/A | N/A | N/A |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | N/A | N/A | N/A | N/A |
TOTAL: | N/A | N/A | N/A | N/A |
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) Ordinary Shares of 1 penny each held by directors of Be Heard Group plc
(b) Be Heard Group plc Performance Share Plan Awards granted to directors of Be Heard Group plc
(1) The remuneration committee of the Company, exercising its pre-existing discretion, has previously resolved to permit the LTIP Award granted to Simon Pyper to be exercised in full in connection with any takeover offer for the Company regardless of whether the relevant performance conditions would be met. As a result, the LTIP Award granted to Simon Pyper will vest and become exercisable in full in connection with the offer. It is however proposed that the LTIP Award be cash cancelled, putting Simon Pyper in the same net position as if he were to exercise his LTIP Award in respect of Be Heard Shares and receive the same consideration as the other Be Heard shareholders.
(c) Convertible loan notes held by directors of Be Heard Group plc
(2) The convertible loan notes are convertible on: (i) the noteholder requiring conversion; or (ii) a sale of 50 per cent. or more of the Ordinary Shares of Be Heard Group plc. Conversion is possible at any time until sixth anniversary of the Issue Date.
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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
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(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
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 23 June 2020 |
| Contact name: | Philip Marsden (Company Secretary) |
| Telephone number: | +44 (0) 20 3828 6269 |
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.