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Form 8 (OPD) FD Technologies plc

20 May 2025 17:31

RNS Number : 4789J
FD Technologies PLC
20 May 2025
 

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:

FD Technologies 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

FD Technologies plc

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

19 May 2025

(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 £0.005

 

 

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:

 

(a) Interests in FD Technologies plc ordinary shares held by the directors of FD Technologies plc and their close relatives and related trusts

 

Director

Number of ordinary FD Technologies plc shares

Percentage of total issued share capital (%)1

Seamus Keating

49,018

0.22

Ryan Preston

6,936

0.03

Donna Troy

18,523

0.08

Ayman Sayed

10,877

0.05

Thomas Seifert

10,815

0.05

Usama Fayyad

7,298

0.03

 

(1) Percentages have been given to two decimal places and are calculated on the basis of FD Technologies plc having 22,105,740 ordinary shares in issue

 

(b) Interests in FD Technologies plc ordinary shares held as options or awards by the directors of FD Technologies plc under the Long-Term Incentive Plans (LTIP) and the Unapproved Share Scheme

 

Director

Plan name

Grant date

Number of ordinary FD Technologies plc shares

Exercise price

Vesting date

Expiry date

Seamus Keating (CEO)

LTIP (2023 - 2026) performance share units (PSUs))

5 April 2023

143,514

Nil

5 April 2026

N/A

Ryan Preston (CFO)

LTIP (2023 - 2026 PSUs)

5 April 2023

38,270

Nil

5 April 2026

N/A

Unapproved Share Scheme (option subject to performance conditions)

10 August 2021

65,000

2,380p

9 August 2025

9 August 2031

Unapproved Share Scheme (tenure-based options)

16 August 2019

30,000

2,235p

Fully vested

15 August 2029

 

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:

20 May 2025

Contact name:

Colette McMullan

Telephone number:

+44(0)28 3025 2242

 

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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END
 
 
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