Last checked at 11 Apr 2017 07:00
FORM 8 (OPD) - INITIAL
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? | Offeree |
(e) Date position held: The latest practicable date prior to the disclosure | 10 April 2017 |
(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" | NO
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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:
| 0.5p ordinary shares | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | 0 | Nil | 0 |
(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: | Nil |
Details, including nature of the rights concerned and relevant percentages: | Nil |
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: |
3(a) Shares held by directors of Frenkel Topping Group plc and their concert parties
Director | Number of Frenkel Topping Group plc shares | Percentage of existing Frenkel Topping Group plc shares (%) |
Jason Granite (Chairman)* | 5,893,404 | 7.65 |
Richard Fraser (CEO) | 1,254,361 | 1.63 |
Julie Dean (CFO) and Richard Dean | 1,590,861 | 2.07 |
Phil Cammerman (in concert with Jason Granite) | 20,179 | 0.03 |
Incap Finance BV (in concert with Jason Granite)** | 4,888,773 | 6.35 |
IPGL Limited (in concert with Jason Granite)** | 3,087,772 | 4.01 |
* of which 5,648,632 are held by FCFM Group Limited, a company in which Mr. Granite is also a director and shareholder.
** Incap and IPGL are controlled by Michael Spencer by virtue of his shareholding, and of those closely related to him, in IPGL (Holdings) Limited, being the ultimate parent company of both IPGL Limited and Incap Finance BV.
3(b) Directors' rights to subscribe to Frenkel Topping Group plc shares
Director | Number of Frenkel Topping Group plc shares | Date of grant | Exercise Price | Exercise period |
Jason Granite (Chairman)* | 1,500,000 | 26/08/2016 | 0.5p | Immediately upon vesting |
Richard Fraser (CEO)* | 1,500,000 | 26/08/2016 | 0.5p | Immediately upon vesting |
Julie Dean (CFO)* | 1,500,000 | 26/08/2016 | 0.5p | Immediately upon vesting |
Mark Holt (Commercial Director)* | 500,000 | 26/08/2016 | 24p | From the third anniversary of vesting |
* All options will vest 1/3rd when AUM of £750m for the Group is reached, 1/3rd when assets on a discretionary mandate with Frenkel Topping Investment Management Limited are £500m and 1/3rd when AUM of £1bn for the Group is reached.
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: | 11 April 2017 |
| Contact name: | Julie Dean, Chief Finance Officer |
| Telephone number: | 0161 886 8000
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