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16 May 2025 07:00
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: | Trakm8 Holdings 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 | Trakm8 Holdings Plc |
(d) Is the discloser the offeror or the offeree? | Offeree |
(e) Date position held: The latest practicable date prior to the disclosure | 15 May 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
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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 1 pence each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | - | Nil |
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(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 of 1 pence each ("Ordinary Shares") held by directors of Trakm8 Holdings Plc and their close relatives:
1This figure includes 1,370,714 Ordinary Shares that are held by Linda Watkins who is a close family member of John Watkins. 2This figure includes 159,091 Ordinary Shares that are held by Anne Cowley who is a close family member of Timothy Cowley. 3This figure includes 256,186 Ordinary Shares held by close family members of Madeline Cowley.
(B) Options held over Trakm8 Holdings Plc's Ordinary Shares ("Options") by Trakm8 Holdings Plc directors, their close relatives and persons acting in concert2:
1Exercise is subject to a performance target whereby the exercise of the Option is conditional on the Company's mid-market share price being £0.50 or higher at the time of exercise. 2The exercise prices for all Options exceeds the offer price of £0.095 per Trakm8 Holdings Plc's Ordinary Shares.
(C) Loan notes convertible into Trakm8 Holdings Plc's Ordinary Shares that are held by Trakm8 Holdings Plc directors, their close relatives and persons acting in concert:
1Any accrued interest will be satisfied via a cash payment. 2Nadeem Raza is a non-executive director of Trakm8 and owns 600,926 Trakm8 ordinary shares. Mr Raza is also Chief Executive of Microlise Group Plc ("Microlise") a company which also has its shares admitted to trading on AIM. Mr Raza owns 50.05% of the issued share capital of Microlise.
(D) Interests of persons acting in concert with Trakm8 Holdings Plc (in addition to those set out in (A) above) in Trakm8 Holdings Plc's Ordinary Shares:
1Nadeem Raza is a non-executive director of Trakm8 and owns 600,926 Trakm8 ordinary shares. Mr Raza is also Chief Executive of Microlise Group Plc ("Microlise") a company which also has its shares admitted to trading on AIM. Mr Raza owns 50.05% of the issued share capital of Microlise.
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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: | 16 May 2025 |
| Contact name: | Jonathan Edwards, Chief Financial Officer |
| Telephone number: | +44 330 333 4120 |
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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