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Form 8.3 - Forward Industries Inc

12 Jun 2026 14:57

RNS Number : 1774I
J.P. Morgan Securities LLC
12 June 2026
 

Ap27

 

FORM 8.3

 

IRISH TAKEOVER PANEL

 

OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER

RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

 

1. KEY INFORMATION

 

(a) Full name of discloser

J.P. Morgan Securities LLC

(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

Forward Industries Inc.

(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree (Note 1)

N/A

(e) Date position held/dealing undertaken

For an opening position disclosure, state the latest practicable date prior to the disclosure

11 June 2026

(f) In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state "N/A"

Yes, Brera Holdings plc

 

2. INTERESTS AND SHORT POSITIONS

 

If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.

 

Ap28

 

Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

(Note 2)

 

Class of relevant security (Note 3)

$0.01 ordinary shares

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled

1,248,285

1.69

688,390

0.93

(2) Cash-settled derivatives

689,891

0.94

160,339

0.22

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

Total

1,938,176

2.63

848,729

1.15

 

All interests and all short positions should be disclosed.

 

Details of options including rights to subscribe for new securities and 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.

 

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4)

 

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

 

The currency of all prices and other monetary amounts should be stated.

 

(a) Purchases and sales

 

Class of relevantsecurity

Purchase/sale

Number ofsecurities

Price per unit (Note 5)

 $0.01 ordinary shares

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

 

 

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

Sale

190

360

340

180

1020

920

1740

540

380

780

1860

1658

760

1398

2600

2100

2360

540

458

500

180

720

2

1201

1144

817

522

180

360

1440

580

1240

300

200

600

800

300

600

400

200

400

600

350

400

1500

1517

800

800

400

184

1800

100

600

2706

180

844

2461

 

 

180

170

90

660

460

1020

270

190

390

930

1229

380

599

1400

1050

1330

270

458

200

90

360

1

1201

572

817

261

90

180

720

290

770

100

100

300

400

300

300

200

100

200

300

200

700

934

400

400

200

92

900

200

300

58

1789

90

422

1200

3.9021 USD

3.9100 USD

3.9200 USD

3.9250 USD

3.9300 USD

3.9350 USD

3.9400 USD

3.9450 USD

3.9500 USD

3.9550 USD

3.9600 USD

3.9650 USD

3.9700 USD

3.9750 USD

3.9800 USD

3.9850 USD

3.9900 USD

3.9950 USD

3.9992 USD

4.0000 USD

4.0150 USD

4.0300 USD

4.0550 USD

4.0594 USD

4.0600 USD

4.0609 USD

4.0650 USD

4.0700 USD

4.0750 USD

4.0800 USD

4.0850 USD

4.0900 USD

4.0950 USD

4.1000 USD

4.1100 USD

4.1150 USD

4.1200 USD

4.1300 USD

4.1350 USD

4.1400 USD

4.1450 USD

4.1500 USD

4.1543 USD

4.1600 USD

4.1700 USD

4.1900 USD

4.1950 USD

4.2000 USD

4.2050 USD

4.2100 USD

4.2200 USD

4.2250 USD

4.2300 USD

4.2400 USD

4.2500 USD

4.2600 USD

4.2700 USD

 

 

3.9100 USD

3.9200 USD

3.9250 USD

3.9300 USD

3.9350 USD

3.9400 USD

3.9450 USD

3.9500 USD

3.9550 USD

3.9600 USD

3.9650 USD

3.9700 USD

3.9750 USD

3.9800 USD

3.9850 USD

3.9900 USD

3.9950 USD

3.9992 USD

4.0000 USD

4.0150 USD

4.0300 USD

4.0550 USD

4.0594 USD

4.0600 USD

4.0609 USD

4.0650 USD

4.0700 USD

4.0750 USD

4.0800 USD

4.0850 USD

4.0900 USD

4.0950 USD

4.1000 USD

4.1100 USD

4.1150 USD

4.1200 USD

4.1300 USD

4.1350 USD

4.1400 USD

4.1450 USD

4.1500 USD

4.1600 USD

4.1700 USD

4.1900 USD

4.1950 USD

4.2000 USD

4.2050 USD

4.2100 USD

4.2200 USD

4.2250 USD

4.2300 USD

4.2350 USD

4.2400 USD

4.2500 USD

4.2600 USD

4.2700 USD

 

Ap29

 

(b) Cash-settled derivative transactions

 

Class of relevant security

Product description e.g. CFD

Nature of dealing e.g. opening/ closing a long/ short position, increasing/ reducing a long/ short position

Number of reference securities (Note 6)

Price per unit (Note 5)

 $0.01 ordinary shares

Equity Swap

Increase in Long

 

Decrease in Long

458

 

62

1201

3.9991 USD

 

3.9400 USD

4.0594 USD

 

(c) Stock-settled derivative transactions (including options)

 

(i) Writing, selling, purchasing or varying

 

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates (Note 6)

Exerciseprice per unit

Type e.g. American, Europeanetc.

Expiry date

Option moneypaid/ received per unit

 

 

(ii) Exercise

 

Class of relevant security

Product description e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit (Note 5)

 

 

 

 

 

(d) Other dealings (including transactions in respect of new securities) (Note 3)

 

Class of relevant security

Nature of dealing e.g. subscription, conversion, exercise

Details

Price per unit (if applicable) (Note 5)

 

 

 

 

 

Ap30

 

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 person making the disclosure and any party to the offer or any person acting in concert with a party to the offer.

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

 

 

(b) Agreements, arrangements or understandings relating to options or derivatives

 

Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.

 

 

(c) Attachments

 

Is a Supplemental Form 8 attached?

NO

 

Date of disclosure

12 June 2026

Contact name

Hetvi Shah

Telephone number

44 2034 936359

 

Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service.

 

Ap31

 

NOTES ON FORM 8.3

 

1. See the definition of "connected fund manager" in Rule 2.2 of Part A of the Rules.

 

2. See the definition of "interest in a relevant security" in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules.

 

3. See the definition of "relevant securities" in Rule 2.1 of Part A of the Rules.

 

4. See the definition of "dealing" in Rule 2.1 of Part A of the Rules.

 

5. If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given.

 

6. See Rule 2.5(d) of Part A of the Rules.

 

7. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.

 

For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.

 

References in these notes to "the Rules" are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.

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