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Last checked at 
7 Dec 2023 10:15
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: | Forward Partners 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 | Forward Partners Group plc |
(d) Is the discloser the offeror or the offeree? | Offeree |
(e) Date position held: The latest practicable date prior to the disclosure | 6 December 2023 |
(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
Molten Ventures 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: | 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) Interests held by persons acting in concert with the Offeree, including directors of the Offeree, their close relatives and the related trusts of any of them (excluding options, which are set out below):
Name | Number of shares | Percentage of issued share capital |
BlackRock Investment Management (UK) Limited | 94,748,939 | 70.38 |
Jonathan McKay | 600,000 | 0.44 |
Nicholas Brisbourne | 382,920 | 0.28 |
James Dover | 382,918 | 0.28 |
Christopher Smith | 40,000 | 0.02 |
b) Options held by directors of the Offeree, their close relatives and the related trusts of any of them:
Name | Plan/award | Date of award | Number of options | Exercise price | Normal vesting date |
Nicholas Brisbourne | Long Term Incentive Plan | 6 January 2022 | 323,318 | £0.01 per share | One third on 19 July 2024 |
One third on 19 July 2024 | |||||
One third on 19 July 2026 | |||||
Long Term Incentive Plan | 13 June 2023 | 777,616 | £0.01 per share | One third on 31 December 2025 | |
One third on 31 December 2026 | |||||
One third on 31 December 2027 | |||||
Lloyd Smith | Long Term Incentive Plan | 20 October 2022 | 155,946 | £0.01 per share | One third on 19 July 2024 |
One third on 19 July 2024 | |||||
One third on 19 July 2026 | |||||
Long Term Incentive Plan | 13 June 2023 | 617,151 | £0.01 per share | One third on 31 December 2025 | |
One third on 31 December 2026 | |||||
One third on 31 December 2027 |
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: | 7 December 2023 |
| Contact name: | Lloyd Smith, CFO and Company Secretary |
| Telephone number: | 07846 618 191 |
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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