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Form 8 (OPD) (Monitise)

22 Jun 2017 18:10

RNS Number : 9524I
Monitise PLC
22 June 2017
 

Form 8 (OPD) Monitise Plc

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:

Monitise 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

Monitise plc

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

21 June 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"

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 1 pence each

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

N/A

 

N/A

 

(2) Cash-settled derivatives:

 

N/A

 

N/A

 

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

N/A

 

N/A

 

 

TOTAL:

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) Interest in the Company's ordinary shares held by the directors of the Company and their close relatives and related trusts:

 

Class of relevant securities: Ordinary Shares of 1 pence each

Name

Number of Company shares held

%*

Lee Cameron

1,588,880

0.07%

Gavin James

863,292

0.04%

Peter Ayliffe

520,270

0.02%

Amanda Burton

261,884

0.01%

Tim Wade**

350,000

0.02%

Total

3,584,326

0.15%

*Percentages have been rounded** Held in Ruth Wade's name.

 

(b) Options over Company shares held by the directors of the Company and their close relatives and related trusts:

 

Lee Cameron

Class of relevant securities: Ordinary Shares of 1 pence each

Scheme

Number of Shares

Date of Grant

Exercise Price (if any)

Performance Share Plan

1,000,000

Sept 2012

32.75 pence

Performance Share Plan

9,750,000

Oct 2015

1 pence

 

(c) Interest in the Company's ordinary shares held by other concert parties of the Company

 

Class of relevant securities: Ordinary Shares of 1 pence each

Name of concert party

Number of Company shares held

%*

Canaccord Genuity Inc**

1,135,200

0.05%

*Percentages have been rounded

** Canaccord Genuity Inc is a member of the Canaccord Group. Canaccord Genuity Limited is a connected adviser to the Offeree

 

 

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:

22 June 2017

Contact name:

Tom Spurgeon, Company Secretary

Telephone number:

+44 20 3657 0900

 

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 company news service from the London Stock Exchange
 
END
 
 
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