TIDMALFA
RNS Number : 3078D
Alfa Financial Software Hldgs PLC
20 June 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: Alfa Financial Software Holdings PLC
(b) Owner or controller of interests and short positions disclosed, if N/A
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.
-------------------------------------
(c) Name of offeror/offeree in relation to whose relevant securities this form Alfa Financial Software Holdings PLC
relates:
Use a separate form for each offeror/offeree
-------------------------------------
(d) Is the discloser the offeror or the offeree? OFFEREE
-------------------------------------
(e) Date position held: 19 June 2023
The latest practicable date prior to the disclosure
-------------------------------------
(f) In addition to the company in 1(c) above, is the discloser making N/A
disclosures in 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:
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 -
-------- ------------- ---
Nil - Nil -
TOTAL:
-------- ------------- ---
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
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. Interests held by directors of Alfa Financial Software Holdings PLC and their close relatives
and related trusts (excluding options and awards set out below):
Name of Director Position Number of ordinary Percentage
shares of total issued
share capital
of Alfa Financial
Software Holdings
PLC (two decimal
places)
Andrew Page Executive Chairman 163,219,744(1) 55.25%
-------------------- ------------------- -------------------
Chief Executive
Andrew Denton Officer 12,696,404(2) 4.29%
-------------------- ------------------- -------------------
Chief Financial
Duncan Magrath Officer 674,992(3) 0.22%
-------------------- ------------------- -------------------
Chief Operations
Matthew White Officer 1,083,261(4) 0.36%
-------------------- ------------------- -------------------
Non-Executive
Steve Breach Director 43,983 0.01%
-------------------- ------------------- -------------------
Non-Executive
Adrian Chamberlain Director 14,380 0.00%
-------------------- ------------------- -------------------
Charlotte de Non-Executive - -
Metz Director
-------------------- ------------------- -------------------
Non-Executive
Chris Sullivan Director 159,649 0.05%
-------------------- ------------------- -------------------
(1) Held through investment vehicle, CHP Software & Consulting Ltd.
(2) 12,685,905 held through investment vehicle, CHP Software & Consulting Ltd. 10,499 held
directly.
(3) 409,470 held by Duncan Magrath. 265,522 held by Nicola Magrath (Mr Magrath's wife).
(4) 170,239 held by Matthew White. 913,022 held by Polly White (Mr White's wife).
B. Options and awards held by directors of Alfa Financial Software Holdings PLC in Alfa Financial
Software Holdings PLC shares
Duncan Magrath
Description Date of Number Exercise Vesting Expiry
of award award of shares price date Date
(under (pence)
option
or conditional
award)
2021 LTIP 30 April 300,218 N/A 29 April N/A
2021 2024
------------- ---------------- --------- ---------- ---------
30 November 1 January 1 July
2021 SAYE 2021 11,718 153.60 2025 2025(1)
------------- ---------------- --------- ---------- ---------
2022 LTIP 12 April 250,151 N/A 12 April N/A
2022 2025
------------- ---------------- --------- ---------- ---------
2023 LTIP 6 April 320,833 N/A 6 April N/A
2023 2026
------------- ---------------- --------- ---------- ---------
Matthew White
Description Date of Number Exercise Vesting Expiry
of award award of shares price date Date
(under (pence)
option
or conditional
award)
2021 LTIP 30 April 160,116 N/A 29 April N/A
2021 2024
------------- ---------------- --------- ---------- ---------
30 November 1 January 1 July
2021 SAYE 2021 11,718 153.60 2025 2025(1)
------------- ---------------- --------- ---------- ---------
2022 LTIP 12 April 133,414 N/A 12 April N/A
2022 2025
------------- ---------------- --------- ---------- ---------
2023 LTIP 6 April 171,111 N/A 6 April N/A
2023 2026
------------- ---------------- --------- ---------- ---------
(1) If a participant dies before exercising an option, the participant's option may be exercised
at any time on or after the date of death but no later than 12 months after: (i) the date
of death (if the participant dies before the vesting date); or (ii) the vesting date, if the
participant dies on or within 6 months after the vesting date.
C. Interests held by other persons presumed to be acting in concert with Alfa Financial Software
Holdings PLC
Name Number of ordinary Percentage of total
shares issued share capital
of Alfa Financial
Software Holdings
PLC (two decimal
places)
Alfa Financial
Software Employee
Benefit Trust (the
"EBT") 740,218(1) 0.25%
------------------- ----------------------
(1) Total represents total number of ordinary shares held within the EBT which are unallocated
under any Alfa Financial Software Holdings PLC incentive scheme. The trustee shall abstain
from voting with these shares unless directed by Alfa Financial Software Holdings PLC. If
directed to vote by Alfa Financial Software Holdings PLC, Alfa Financial Software Holdings
PLC cannot direct the manner in which the trustee votes and the trustee may in its absolute
discretion vote (or abstain from voting) in the manner that it thinks fit.
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: 20 June 2023
Contact name: Kirsty McCarroll, General Counsel
----------------------------------
Telephone number: +44 (0)20 7588 1800
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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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END
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