Bonhill Group PLC Form 8 (OPD) (Bonhill Group plc) (5554C)
October 12 2022 - 2:00AM
UK Regulatory
TIDMBONH
RNS Number : 5554C
Bonhill Group PLC
12 October 2022
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: Bonhill Group plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): N/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: Bonhill Group plc
Use a separate form for each offeror/offeree
------------------
(d) Is the discloser the offeror or the offeree? OFFEREE
------------------
(e) Date position held: 10 October 2022
The latest practicable date prior to the disclosure
------------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect N/A
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 1 penny each in the Company
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 Nil Nil
agreements to purchase/sell:
-------------------- ----- ------------------ ----
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: None
Details, including nature of the rights concerned and relevant percentages: None
-----
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:
3(a) Interests held by the directors of Bonhill Group Plc and their close relatives and related
trusts (excluding options and awards which are set out in 3(b) below):
Percentage
Number of total issued
of ordinary ordinary share
Director Position shares capital(1)
Jonathan Glasspool Non-Executive Chairman 586,142 0.49
------------------------ ------------- -----------------
Patrick Ponsford Group CEO Nil Nil
------------------------ ------------- -----------------
Sarah Thompson Group CFO Nil Nil
------------------------ ------------- -----------------
Jonathan Kempster Non-Executive Director 75,884 0.06
------------------------ ------------- -----------------
Laurie Benson Non-Executive Director 53,792 0.05
------------------------ ------------- -----------------
Richard Staveley(2) Non-Executive Director Nil Nil
------------------------ ------------- -----------------
(1) Based on 119,288,687 ordinary shares in issue.
(2) Richard Staveley is a board appointee of Harwood Capital LLP, the investment manager
of Rockwood Strategic Plc, which holds 23,155,000 ordinary shares, being 19.41% of the Company's
issued share capital.
3(b) Options and awards held by certain directors of Bonhill Group Plc in ordinary shares
issued under the Bonhill Group 2018 Employee Share Option Plan:
Number
of
ordinary
shares
under Exercise
Date Name of option outstanding Vesting Expiry Price
of Grant holder options Date Date (p)
---------
Sarah Thompson
26.10.20 (Group CFO) 1,000,000 27.10.23 26.10.30 1.0
------------------------ ------------- --------- ---------
Sarah Thompson
26.10.20 (Group CFO) 1,000,000 27.10.24 26.10.30 1.0
------------------------ ------------- --------- ---------
Patrick Ponsford
26.10.20 (Group CEO) 750,000 27.10.23 26.10.30 1.0
------------------------ ------------- --------- ---------
Patrick Ponsford
26.10.20 (Group CEO) 750,000 27.10.24 26.10.30 1.0
------------------------ ------------- --------- ---------
Patrick Ponsford
07.10.22 (Group CEO) 500,000 08.10.24 07.10.32 5.75
------------------------ ------------- --------- ---------
John French (Executive
07.10.22 Director) 1,500,000 08.10.24 07.10.32 5.75
------------------------ ------------- --------- ---------
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: 12 October 2022
Contact name: Simon Bullock, Interim Group CFO
---------------------------------
Telephone number: +44 (0) 20 3872 5749
---------------------------------
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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