18 Dec 2020 07:00
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: | IMImobile 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 | IMImobile PLC |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 17 December 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" | N/A
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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:
| Ordinary shares of 10 pence each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | Nil | Nil | Nil |
(2) Cash-settled derivatives:
| Nil | Nil | Nil | Nil |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | Nil | Nil | Nil |
TOTAL: | Nil | Nil | 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: | 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 directors of IMImobile plc and their close relatives and related trusts in the ordinary shares of 10 pence each in the capital of the Offeree ("Ordinary Shares")
[1] Tarimela Advisors Private Limited is the registered holder of 6,141,957 Ordinary Shares and Shriram Alluri is the registered holder of 69,500 Ordinary Shares, all of which Vishwanath Alluri is the beneficial holder / ultimately controls the voting rights over.
b) Awards held by Michael Jefferies (in the form of rights to acquire Ordinary Shares)
\* This option is due to vest as to 175,000 Ordinary Shares on 30 June 2021, and as to the remaining 175,000 Ordinary Shares on 30 June 2022. This option will vest in its entirety upon a change of control. ** This option is due to vest as to 175,000 Ordinary Shares on 30 August 2023, and as to the remaining 175,000 Ordinary Shares on 30 August 2024. This option will vest in its entirety upon a change of control. *** This option will vest in part automatically as a result of a change of control, calculated by reference to the extent of the savings made under the related savings contract on the date of exercise. Any unvested part of the option would lapse.
c) Awards held by Jayesh Patel (in the form of Ordinary Shares)
* This option is due to vest as to 400,000 Ordinary shares on 30 June 2021, and as to the remaining 400,000 Ordinary Shares on 30 June 2022. This option will vest in its entirety upon a change of control. ** This option is due to vest as to 400,000 Ordinary Shares on 30 August 2023, and as to the remaining 400,000 Ordinary Shares on 30 August 2024. This option will vest in its entirety upon a change of control. *** This option will vest in part automatically as a result of a change of control, calculated by reference to the extent of the savings made under the related savings contract on the date of exercise. Any unvested part of the option would lapse.
d) Awards held by Shyamprasad Bhat (in the form of Ordinary Shares)
* This option is due to vest as to 175,000 Ordinary Shares on 30 June 2021, and as to the remaining 175,000 Ordinary Shares on 30 June 2022. This option will vest in its entirety upon a change of control. ** This option is due to vest as to 175,000 Ordinary Shares on 30 August 2023, and as to the remaining 175,000 Ordinary Shares on 30 August 2024. This option will vest in its entirety upon a change of control.
e) Awards held by Vishwanath Alluri (in the form of Ordinary Shares)
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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
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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: | 18 December 2020 |
| Contact name: | Michael Jefferies, Group Chief Financial Officer |
| Telephone number: | +441494 750500
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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.