31 May 2019 15:30
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: | SafeCharge International Group Limited ("SafeCharge") |
(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 | SafeCharge International Group Limited |
(d) Is the discloser the offeror or the offeree? | Offeree |
(e) Date position held: The latest practicable date prior to the disclosure | 30 May 2019 |
(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:
| ||||
| 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: | 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) Ordinary Shares held by the directors of SafeCharge
Director | No. of Ordinary Shares of $0.0001 held | % of issued share capital |
David Avgi | 3,374,1111 | 2.21 |
Yuval Ziv | 7,0402 | 0.005 |
Roger Withers | 31,5643 | 0.02 |
John Le Poidevin | 30,8644 | 0.02 |
1 Pershing Nominees Limited is the registered holder of 374,111 Ordinary Shares which are held as nominee for Foxberry Limited, which is ultimately owned by a trust, the beneficiary of which is David Avgi. Israel Brokerage and Investments, I.B.I Ltd holds the remaining 3,000,000 Ordinary Shares as trustee for David Avgi.
2 Vidacos Nominees Limited is the registered holder of 7,040 Ordinary Shares which are held as nominee for Yuval Ziv.
3 Barclays Direct Investing Nominees Limited is the registered holder of 31,564 Ordinary Shares which are held as nominee for Roger Withers.
4 Huntress (CI) Nominees Ltd. is the registered holder of 30,864 Ordinary Shares which are held as nominee for John Le Poidevin.
(b) 2011 Global Share Option Plan ("GSOP") awards held by the directors of SafeCharge
(i) GSOP awards (in the form of options in respect of SafeCharge Ordinary Shares) held by Yuval Ziv
Date of Grant | Earliest Vesting Date | Expiry Date | Exercise price (pence) | No. of Ordinary Shares subject to share awards |
28 January 2014 | 28 January 2015 | 28 January 2024 | 121.0 | 166,667 |
9 September 2014 | 9 September 2015 | 9 September 2024 | 225.5 | 134,398 |
(ii) GSOP awards (in the form of options in respect of SafeCharge Ordinary Shares) held by Tsach Einav
Date of Grant | Earliest Vesting Date | Expiry Date | Exercise price (pence) | No. of Ordinary Shares subject to share awards |
28 January 2014 | 28 January 2015 | 28 January 2024 | 121.0 | 83,334 |
9 September 2014 | 9 September 2015 | 9 September 2024 | 225.5 | 374,398 |
(c) Long Term Incentive Plan ("LTIP") awards held by the directors of SafeCharge
(i) LTIP awards (in the form of options in respect of SafeCharge Ordinary Shares) held by David Avgi1
Date of Grant | Vesting Date | Expiry Date | Exercise price (pence) | No. of Ordinary Shares subject to share awards |
2 November 2016 | 1 March 2019 | 2 November 2026 | 0 | 250,114 |
9 October 2017 | 1 March 2020 | 9 October 2027 | 0 | 282,256 |
3 October 2018 | 1 March 2021 | 3 October 2028 | 0 | 273,550 |
1 These options are held by Foxberry Ventures Pte. Limited which is wholly owned by David Avgi.
(ii) LTIP awards (in the form of options in respect of SafeCharge Ordinary Shares) held by Yuval Ziv
Date of Grant | Vesting Date | Expiry Date | Exercise price (pence) | No. of Ordinary Shares subject to share awards |
2 November 2016 | 1 March 2019 | 2 November 2026 | 0 | 103,893 |
9 October 2017 | 1 March 2020 | 9 October 2027 | 0 | 112,577 |
3 October 2018 | 1 March 2021 | 3 October 2028 | 0 | 105,063 |
(iii) LTIP awards (in the form of options in respect of SafeCharge Ordinary Shares) held by Tsach Einav
Date of Grant | Vesting Date | Expiry Date | Exercise price (pence) | No. of Ordinary Shares subject to share awards |
29 January 2017 | 1 March 2019 | 29 January 2027 | 0 | 115,437 |
9 October 2017 | 1 March 2020 | 9 October 2027 | 0 | 150,778 |
3 October 2018 | 1 March 2021 | 3 October 2028 | 0 | 140,715 |
(d) Ordinary Shares held by Northenstar Investments Ltd1
No. of Ordinary Shares of $0.0001 held | % of issued share capital |
103,995,185 | 68.3 |
1 Lynchwood Nominees Limited is the registered holder of 103,995,185 Ordinary Shares which are held as nominee for Northenstar Investments Ltd. Northenstar Investments Ltd is an investment holding company controlled by Teddy Sagi.
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: | 31 May 2019 |
| Contact name: | Lyn Le Prevost |
| Telephone number: | +44 1481 704 713 |
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.