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11 Aug 2016 16:31
FORM 8 (OPD) - AMENDED
THE FOLLOWING FORM HAS BEEN AMENDED IN SECTION 3A FROM THE VERSION RELEASED ON 5 AUGUST 2016
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: | Red24 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 | Red24 plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 11 August 2016 |
(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" | NO
|
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:
| 1p ordinary shares | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | 0 | Nil | 0 |
(2) Cash-settled derivatives:
| Nil | 0 | Nil | 0 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0 | Nil | 0 |
TOTAL: | Nil | 0 | Nil | 0 |
(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: | None |
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: |
3(a) Shares held by directors of Red24 plc and their concert parties
Director | Number of Red24 plc shares | Percentage of existing Red24 plc shares (%) |
Simon Richards (Chairman)* | 14,619,250 | 29.54 |
Maldwyn Worsley-Tonks (CEO) | 963,500 | 1.95 |
John Mocatta (NED)** | 701,754 | 1.42 |
Lorraine Adlam (NED) | 75,000 | 0.15 |
Micky Brigg (NED)*** | 8,666,674 | 17.51 |
* of which 13,589,250 are held by Sidebell Limited, a company in which Mr. Richards is also a director and shareholder and 100,000 are owned by family.
** of which 681,754 are owned by the family and family trusts of John Mocatta
*** of which 4,981,500 are held by EMIS International Business Limited a company which is wholly owned by Mr. Brigg and 210,174 in the name of Mr. Brigg's partner
3(b) Directors' rights to subscribe to Red24 plc shares
Director | Number of Red24 plc shares | Exercise Price |
Simon Richards (Chairman) | ||
Maldwyn Worsley-Tonks (CEO) | 750,000 | 10.5p |
John Mocatta (NED) | ||
Lorraine Adlam (NED) | ||
Micky Brigg (NED) |
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: | 11 August 2016 |
| Contact name: | Nayana Bharti |
| Telephone number: | 0118 974 0876 07917 357022 |
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