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Pin to quick picksFrenkel Topping Regulatory News (FEN)

Share Price Information for Frenkel Topping (FEN)

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50.00    0.00 (0.00%)
Bid:
49.00
Ask:
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Spread: 2.00 (4.082%)
Market Cap: £61.45m
FEN Live PriceLast checked at - London Stock Exchange

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Form 8 (OPD) Frenkel Topping Group plc

6 Oct 2020 12:43

RNS Number : 2648B
Frenkel Topping Group PLC
06 October 2020
 

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:

Frenkel Topping 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

Frenkel Topping Group plc

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

Offeror

(e) Date position held:

The latest practicable date prior to the disclosure

6 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"

Yes - NAHL Group plc

 

 

 

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:

 

 

 

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:

 

1. Directors' Interests

 

(i) The interests (all of which are beneficial unless otherwise stated), of the Offeror's directors and their respective related parties, in the common shares of the Offeror ("Frenkel Shares") were as follows:

Name

Number of Frenkel Shares

% of Frenkel Shares

Richard Fraser

2,062,574

1.91%

Elaine Cullen-Grant

120,000

0.11%

Mark Holt

329,791

0.31%

 

(ii) The Offeror's directors have been granted the following share options to subscribe for Frenkel Shares (on the terms detailed below) ("Frenkel Options"):

 

 

Name

No. of Frenkel Options

Exercise price per Option

Grant Date

Exercise Date

Expiry date

Richard Fraser

1,000,000

250,000

0.5p

0.5p

24/08/2016

12/03/2018

Performance related*

N/a**

Mark Holt

333,334

83,500

750,000

24.0p

13.5p

0.5p

24/08/2016

12/03/2018

12/03/2018

Performance related*

N/a**

 

\* The performance criteria for the above options are as follows:

 

Shares exercisable by criteria

No. of Options

(A) £0.5bn Asset on DFM

(B) £1bn AUM

Exercise date if A & B not achieved

Richard Fraser

1,000,000

500,000

500,000

Aug-21

250,000

125,000

125,000

Mar-22

Mark Holt

 

 

 

333,334

166,667

166,667

Aug-21

750,000

375,000

375,000

Mar-22

83,500

41,750

41,750

Mar-22

 

*\* The options do not have an expiry date

 

2. Concert Parties' Interests

(i) The interests (all of which are beneficial unless otherwise stated) of persons deemed to be acting in concert with the Offeror in Frenkel Shares were as follows:

Name

Number of Frenkel Shares

% of Frenkel Shares

North Atlantic Smaller Companies Investment Trust Plc*

24,100,000

22.3%

 

*Christopher Mills, a director of Frenkel Topping Group plc, is both a Director and shareholder of North Atlantic Smaller Companies Investment Trust plc for which Harwood Capital LLP acts as Investment Adviser

 

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"

 

N/a

 

 

(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"

 

N/a

 

 

 

(c) Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

6 October 2020

Contact name:

Elaine Cullen Grant

Telephone number:

0161 886 8000

 

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 news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
FEEDZMGGMVMGGZM
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