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Form 8 (OPD) NIOX Group PLC

2 Apr 2025 13:02

RNS Number : 3858D
Niox Group PLC
02 April 2025
 

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:

NIOX 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

NIOX 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 April 2025

(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:

 

0.08p Ordinary

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

-

Nil

-

(2) Cash-settled derivatives:

 

Nil

-

Nil

-

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

Nil

-

Nil

-

 

TOTAL:

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:

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) Interests in NIOX Group plc securities held by the directors of NIOX Group plc and their close relatives

 

Class of relevant security:

0.08p ordinary shares

Name

Number

% of issued share capital

Ian Roy Johnson

1,071,069

0.26%

Jonathan Charles Emms and close relatives

1,069,123

0.26%

Michael Roy David Roller and close relatives

800,852

0.20%

Garry Watts

447,178

0.11%

Nicholas Harwood Bertram Mills and close relatives

130,018

0.03%

 

 

(b) Awards over NIOX Group plc shares held by the directors of NIOX Group plc and their close relatives

 

Name

Share Plan Name

Number of shares under award

Exercise price (pence per share)

Grant date

Vesting date

Expiry date

Ian Roy Johnson

 

2019 PSP

4,322,767

nil

19-Dec-19

01-May-25

19-Dec-29

2019 PSP

1,677,233

nil

01-May-20

01-May-25

19-Dec-29

2022 PSP

1,331,897

0.08

11-Apr-22

11-Apr-25

11-Apr-32

2023 PSP

996,775

0.08

28-Mar-23

28-Mar-26

28-Mar-33

2023 DBSP

144,844

0.08

28-Mar-24

28-Mar-26

28-Mar-34

2024 PSP

724,219

0.08

28-Mar-24

28-Mar-27

28-Mar-34

2024 SAYE

36,152

51.31

29-Apr-24

01-Jun-27

01-Dec-27

Jonathan Charles Emms

2019 PSP

1,128,966

0.08

01-May-20

01-May-25

01-May-30

2020 PSP

2,479,339

0.08

13-Aug-20

13-Aug-23

13-Aug-30

2022 PSP

1,331,897

0.08

11-Apr-22

11-Apr-25

11-Apr-32

2023 PSP

996,775

0.08

28-Mar-23

28-Mar-26

28-Mar-33

2023 DBSP

135,188

0.08

28-Mar-24

28-Mar-26

28-Mar-34

2024 PSP

724,219

0.08

28-Mar-24

28-Mar-27

28-Mar-34

Michael Roy David Roller

 

2019 PSP

4,000,000

nil

01-May-20

01-May-25

01-May-30

2022 PSP

1,034,483

0.08

11-Apr-22

11-Apr-25

11-Apr-32

2023 PSP

774,194

0.08

28-Mar-23

28-Mar-26

28-Mar-33

2023 DBSP

105,000

0.08

28-Mar-24

28-Mar-26

28-Mar-34

2024 PSP

337,500

0.08

28-Mar-24

28-Mar-27

28-Mar-34

2024 SAYE

36,152

51.31

29-Apr-24

01-Jun-27

01-Dec-27

 

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:

2 April 2025

Contact name:

Sarah Duncan

Telephone number:

+44 3303 309356

 

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.

 

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END
 
 
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