AdEPT Technology Group PLC Form 8 (OPD) - AdEPT Technology Group PLC (5065P)
February 09 2023 - 12:30PM
UK Regulatory
TIDMADT
RNS Number : 5065P
AdEPT Technology Group PLC
09 February 2023
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: AdEPT Technology Group plc
(b) Owner or controller of interests and short positions disclosed, if different from N/A
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: AdEPT Technology Group plc
Use a separate form for each offeror/offeree
---------------------------
(d) Is the discloser the offeror or the offeree? OFFEREE
---------------------------
(e) Date position held: 8 February 2023
The latest practicable date prior to the disclosure
---------------------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures in N/A
respect
of any other party to the offer?
If it is a cash offer or possible cash offer, state "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: Ordinary Shares of 10 pence each
Interests Short positions
-------------------- ------------------
Number % Number %
----------- ------- ---------- ------
(1) Relevant securities owned and/or controlled: Nil 0.00 Nil 0.00
----------- ------- ---------- ------
(2) Cash-settled derivatives: Nil 0.00 Nil 0.00
----------- ------- ---------- ------
(3) Stock-settled derivatives (including options) and agreements to
purchase/sell: Nil 0.00 Nil 0.00
----------- ------- ---------- ------
TOTAL: Nil 0.00 Nil 0.00
----------- ------- ---------- ------
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) Holdings of ordinary shares by directors of AdEPT Technology Group plc and their close
relatives:
Name No. Ordinary Shares % of total issued share
Held capital carrying voting
rights
Ian Fishwick* 748,791 2.99%
-------------------- -------------------------
Phil Race 16,191 0.06%
-------------------- -------------------------
John Swaite 78,506 0.31%
-------------------- -------------------------
Richard Bligh 2,733 0.01%
-------------------- -------------------------
*Includes their connected persons
B) The directors of the Company have the following rights to subscribe for the following relevant
AdEPT Technology Group plc securities under the share options plans:
Name Option Date of Vesting Expiry Exercise No. of
Scheme Grant period Date price options
(pence) outstanding
Ian
Fishwick EMI 01/03/2016 3 years 28/02/2026 222 129,440
------------ ------------ --------- ------------ --------- ------------
Ian
Fishwick Unapproved 02/08/2017 3 years 01/08/2027 335 140,000
------------ ------------ --------- ------------ --------- ------------
Phil Race Unapproved 01/01/2019 3 years 31/12/2028 368 237,018
------------ ------------ --------- ------------ --------- ------------
Phil Race Unapproved 01/01/2020 3 years 31/12/2029 333 237,018
------------ ------------ --------- ------------ --------- ------------
Phil Race Unapproved 06/01/2021 3 years 05/01/2031 220 125,149
------------ ------------ --------- ------------ --------- ------------
John
Swaite EMI 01/03/2016 3 years 28/02/2026 222 64,720
------------ ------------ --------- ------------ --------- ------------
John
Swaite Unapproved 02/08/2017 3 years 01/08/2027 335 100,000
------------ ------------ --------- ------------ --------- ------------
Andy
Lovett Unapproved 26/09/2019 3 years 25/09/2029 355 100,000
------------ ------------ --------- ------------ --------- ------------
Andy
Lovett Unapproved 06/01/2021 3 years 05/01/2031 220 125,149
------------ ------------ --------- ------------ --------- ------------
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: 9 February 2023
Contact name: John Swaite, Chief Financial Officer
-------------------------------------
Telephone number: 01892 550 243
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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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