29 Apr 2020 07:00
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: | Castleton Technology 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 | Castleton Technology plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 28/04/2020 |
(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 2p each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | 0 | Nil | 0 |
wa(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 |
(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
3(a) Shares held by directors of Castleton Technology plc and their concert parties
Director | Number of Castleton Technology plc shares | Percentage of existing Castleton Technology plc shares (%) |
Dean Dickson (CEO) | 219,750 | 0.27 |
Haywood Chapman (CFO) | 1,000 | 0.00 |
David Payne (Chairman) | 68,013 | 0.08 |
Philip Kelly (NED) | 136,360 | 0.17 |
Paul Gibson (NED) | 10,000 | 0.01 |
3(b) Directors' rights to subscribe to Castleton Technology plc shares
Number of Castleton | Exercise | ||
Technology | Price | Exercise | |
Name | Shares | (pence) | Period |
Dean Dickinson (CEO) | 416,665 | 60.0 | Lapse on tenth anniversary of the date of grant |
787,148 | 2.0 | Lapse on tenth anniversary of the date of grant | |
5,072 | 82.8 | 42 months from the date of grant | |
2,250 | 80.0 | 42 months from the date of grant | |
Haywood Chapman (CFO) | 132,224 | 24.9 | Lapse on tenth anniversary of the date of grant |
463,690 | 24.9 | Lapse on tenth anniversary of the date of grant | |
5,072 | 82.8 | 42 months from the date of grant | |
David Payne (Chairman) | 173,382 | 24.9 | Lapse on tenth anniversary of the date of grant |
Philip Kelly (NED) | 86,691 | 24.9 | Lapse on tenth anniversary of the date of grant |
Paul Gibson (NED) | N/A | N/A | N/A |
3(c) Shares held by the Castleton Technology plc EBT
N/A
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: | 29 April 2020 |
| Contact name: | Haywood Chapman |
| Telephone number: | 0845 241 0220 |