2 Sep 2022 17:59
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: | MySale 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 | MySale Group plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 2 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
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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 no par value | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | 0.00 | Nil | 0.00 |
(2) Cash-settled derivatives:
| Nil | 0.00 | Nil | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0.00 | Nil | 0.00 |
TOTAL: | Nil | 0.00 | Nil | 0.00 |
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) Holdings of ordinary shares by directors of MySale Group plc:
Note 1. These shares reflect loan shares issued under the MySale Loan Share Plan on 1 July 2021. These shares have been issued by the Company and carry voting rights and remain subject to the rules of the MySale Loan Share Plan.
b) Holdings of ordinary shares by parties deemed to be acting in concert with MySale Group Plc:
Note 1. The Company's employee benefit trust ("EBT"), of which MySale Group Trustee Limited (the "Trustee") is trustee, holds 7,542,614 ordinary shares in the Company. Carl Jackson and Charles Butler are the directors of the Trustee. Ordinary shares held by the EBT, under the rules of the EBT, are not voted.
c) The directors of the Company have the following rights to subscribe for the following relevant MySale securities under share option plans:
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d) The following directors of the Company and Nati Harpaz have the following rights to subscribe for the following relevant MySale securities on the conversion of Loan Notes:
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Notes
1. Excluding any roll-up of interest on conversion. The Loan Notes have a maturity date of 30 April 2025 and are convertible into ordinary shares of the Company at a conversion price of 1.5 pence (or A$0.02625, with exchange rate fixed at GBP:AUD rate of 1.75), per ordinary share, at the election of the Loan Note holders, at any time prior to maturity. The Loan Notes may be redeemed by the Group at any time prior to maturity, without penalty. Interest will be payable at a rate of 7% per annum, paid-in-kind in ordinary shares in the Group.
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: | 2 September 2022 |
| Contact name: | Carl Jackson |
| Telephone number: | +61 414 817 843 |
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.