22 Feb 2019 16:00
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: | Stride Gaming 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 | Stride Gaming plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 21 February 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" | 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:
| Ordinary shares of £0.01 each (JE00BWT5X884) | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | Nil | Nil | Nil |
(2) Cash-settled derivatives:
| Nil | Nil | Nil | Nil |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | Nil | Nil | Nil |
TOTAL: | Nil
| Nil
| Nil | Nil
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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
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Details, including nature of the rights concerned and relevant percentages: | N/A
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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 of £0.01 each ("Ordinary Shares") in Stride Gaming plc by directors and their close relatives and related trusts
(1) Legal title to these Ordinary Shares is held by Guardian Trust Company Limited as trustee for the Alon Trust. The beneficiaries of the Alon Trust are Eitan Boyd, his wife and children. (2) Legal title to these Ordinary Shares is held by Clermont Corporate Services Limited in its capacity as trustee for the Monkey George Trust. The beneficiaries of the Monkey George Trust are Darren Sims, his wife and children. (3) Legal title to these Ordinary Shares is held by Pershing Nominees Limited in its capacity as trustee for SHCLT Trust. The beneficiaries of the SHCLT Trust are Ronen Kannor, his wife and children.
b) Share options with performance conditions over Ordinary Shares in Stride Gaming plc held by directors and their close relatives and related trusts
c) Share options vested but not exercised over Ordinary Shares in Stride Gaming plc held by directors and their close relatives and related trusts
d) Holdings of Ordinary Shares in Stride Gaming plc by members of the GAL Concert Party (being such persons who are presumed to be acting in concert with each of Eitan Boyd, Darren Sims and Ronen Kannor and their respective close relatives and related trusts)
(1) Ultimately owned by Rubin Feldman, the father of Alan Feldman (a consultant to Group companies). (2) Of these shares, 25,000 are held by Christo Oosthuizen in his own name and for the remainder, the legal title is held by Geneva Management Group (BVI) Limited.
e) Share options with performance conditions over Ordinary Shares in Stride Gaming plc held by members of the GAL Concert Party (being such persons who are presumed to be acting in concert with each of Eitan Boyd, Darren Sims and Ronen Kannor and their respective close relatives and related trusts)
f) Share options vested but not exercised over Ordinary Shares in Stride Gaming plc held by members of the GAL Concert Party (being such persons who are presumed to be acting in concert with each of Eitan Boyd, Darren Sims and Ronen Kannor and their respective close relatives and related trusts)
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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: | 21 February 2019 |
| Contact name: | Ronen Kannor |
| Telephone number: | +44 (0)20 7284 6080 |
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.