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Form 8 (OPD) - GB Group plc

20 Sep 2022 14:08

RNS Number : 0219A
GB Group PLC
20 September 2022
 

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:

GB 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.

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

GB GROUP PLC

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

20 SEPTEMBER 2022

(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 2.5 pence each

 

 

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

 

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:

Nil

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) Holdings of directors of GB Group plc:

 

Name

Number of Ordinary Shares held

Percentage of total issued share capital (to two decimal places)

David Rasche

743,476

0.29

Nick Brown

670,595

0.27

Chris Clark

362,173

0.14

David Ward

55,000

0.02

Liz Catchpole

20,665

0.01

Natalie Gammon

5,872

0.00

Total:

1,857,781

0.74

 

b) Options and awards held by directors of GB Group plc:

 

Name

Maximum number of GBG shares awarded (Ordinary Shares)

Date of grant

Date of vesting or exercise period

Exercise price

Share Matching Plan 2020

Nick Brown

89,864

18 December 2020

1 April 2020 - 31 March 2023

2.5 pence

Chris Clark

173,267

18 December 2020

1 April 2020 - 31 March 2023

2.5 pence

Share Matching Plan 2021

Nick Brown

85,840

6 July 2021

1 April 2021 - 31 March 2024

2.5 pence

Chris Clark

222,662

6 July 2021

1 April 2021 - 31 March 2024

2.5 pence

David Ward

18,442

6 July 2021

1 April 2021 - 31 March 2024

2.5 pence

Long Term Incentives Plan 2021

David Ward

100,000

17 May 2021

17 May 2021 - 17 May 2024

2.5 pence

Performance Share Plan 2022

Chris Clark

255,120

8 September 2022

1 April 2022 - 31 March 2025

2.5 pence

David Ward

147,551

8 September 2022

1 April 2022 - 31 March 2025

2.5 pence

Nick Brown

115,749

8 September 2022

1 April 2022 - 31 March 2025

2.5 pence

Total:

1,208,495

 

c) Holdings of related trusts of GB Group plc:

 

 

Name

Number of Ordinary Shares held

Percentage of total issued share capital (to two decimal places)

GB Group Employee Benefit Trust

382,656

0.15

 

d) Holdings of close relatives of the directors of GB Group plc1:

 

Name

Number of Ordinary Shares held

Percentage of total issued share capital (to two decimal places)

Mark Rasche

70,726

0.03

Paul Connolly

58,340

0.02

Charles Rasche

50,721

0.02

Mark Robinson

50,043

0.02

Michelle Connolly

40,890

0.02

Lynsey Robinson

26,829

0.01

Patricia Rasche

12,744

0.01

Total:

310,293

0.12

 

1 All individuals are close relatives of David Rasche.

 

 

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 September 2022

Contact name:

Annabelle Burton

Telephone number:

+44 (0) 1244 657333

 

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
 
 
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