Last checked at 5 Nov 2020 15:38
Replacement: This disclosure replaces RNS 4246E, correcting the class of security in section 2(a) and including the additional wording following section 4.
This Rule 8.3 disclosure supersedes prior Rule 8.3 disclosures in respect of shares in Gfinity Plc. made by Charles Street International Holdings Limited and Robert Napier Keith.
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the person whose positions/dealings are being disclosed: | Charles Street International Holdings Limited |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | Charles Street International Holdings Limited and Robert Napier Keith. (Robert Napier Keith's shareholding is included as a 24.5% shareholder in and Director of Charles Street International Holdings Limited. The other shareholders being Thomas Joseph Fussell 25.5% and Lee Tin Yu 50%) |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Gfinity PLC |
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: | N/A |
(e) Date position held/dealing undertaken: | 28th October 2020 In addition Robert Napier Keith has dealt in cash settled derivatives on previous dates in the offer period as attached at the end this form. |
(f) Has the discloser previously disclosed, or are they today disclosing, under the Code in respect of any other party to this offer? | NO
|
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
Class of relevant security:
| 0.1p ordinary | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 177,644,444 | 22.67% | ||
(2) Derivatives (other than options): | ||||
(3) Options and agreements to purchase/sell: | ||||
TOTAL: | 177,644,444 | 22.67% | ||
(b) Rights to subscribe for new securities (including directors' and other executive options)
Class of relevant security in relation to which subscription right exists: | 0.1p Ordinary |
Details, including nature of the rights concerned and relevant percentages: | 70,000,000 Warrants Exercisable at £0.01 (one penny). Warrants Expire on 23/10/2021 |
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
Class of relevant security | Purchase/sale
| Number of securities | Price per unit |
NONE |
|
(b) Derivatives transactions (other than options)
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit |
0.1p Ordinary | Spread Bet
| Reducing a Long | 2,235,003 | 4.1806p |
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
NONE |
(ii) Exercising
Class of relevant security | Product description e.g. call option | Number of securities | Exercise price per unit |
NONE |
|
(d) Other dealings (including subscribing for new securities)
Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
NONE |
|
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 person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: 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 person making the disclosure 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
Is a Supplemental Form 8 (Open Positions) attached? | NO |
| Date of disclosure: | 5 Nov 2020 |
| Contact name: | Thomas Fussell |
| Telephone number: | +852 6323 6029 |
In addition to the disclosure of transaction on 28 Oct 2020 Robert Napier
Keith has dealt in cash settled derivatives on previous dates during the offer period as follows;
Class of relevant security | Product description e.g. CFD | Nature of Dealing e.g. opening/closing a long/short position, increasing/reducing a long/short Position | Number of Reference securities | Price per unit | Date dealing undertaken |
0.1p Ordinary | Spread Bet | Reducing a long | 990,915 | 4.3868p | 13/10/2020 |
0.1p Ordinary | Spread Bet | Reducing a long | 998,184 | 3.995p | 21/10/2020 |
0.1p Ordinary | Spread Bet | Reducing a long | 1,001,000 | 4.037p | 23/10/2020 |
0.1p Ordinary | Spread Bet | Reducing a long | 500,000 | 4.122p | 26/10/2020 |
Date of Disclosure: 05 November 2020
Contact Name: Thomas Fussell
Telephone Number*: +852 6323 6029