TIDMFCAP
RNS Number : 8087E
finnCap Group PLC
31 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: finnCap 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: finnCap Group plc
Use a separate form for each offeror/offeree
------------------
(d) Is the discloser the offeror or the offeree? OFFEREE
------------------
(e) Date position held: 28 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 No
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 GBP0.01 each
Interests Short positions
---------------------- ------------------
Number % Number %
------------ -------- --------------
(1) Relevant securities owned and/or controlled: 10,917* 0.00 0 0
------------ -------- --------------
(2) Cash-settled derivatives: 0 0 0 0
------------ -------- --------------
(3) Stock-settled derivatives (including options) and agreements to
purchase/sell: 0 0 0 0
------------ -------- --------------
TOTAL: 10,917 0.00 0 0
------------ -------- --------------
* interest held by finnCap Ltd (through Pershing Nominees) in
its capacity as joint broker to finnCap Group plc
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:
(a) Ordinary shares held by the Directors of finnCap Group plc, and their close relatives:
Name Number of ordinary % of total issued
shares held share capital
Robert Lister 65,450 0.03
------------------- ------------------
John Farrugia 1,927,669 1.06
------------------- ------------------
Richard Snow 328,697 0.18
------------------- ------------------
Geoff Nash* 7,132,626 3.93
------------------- ------------------
Tom Hayward 4,041,327 2.23
------------------- ------------------
Annette Andrews 0 0.00
------------------- ------------------
Barbara Firth 357,142 0.19
------------------- ------------------
Andy Hogarth 357,142 0.19
------------------- ------------------
* includes shares held by spouse
(b) Options and awards granted under finnCap Group plc's share plans held by the directors
of finnCap Group plc
Director Share Number of Grant Vesting Normal Exercise
Plan ordinary date date lapse price
shares under date
options/awards
John finnCap 305,045 05/12/2018 05/12/2020 05/12/2023 GBP0.28
Farrugia Group
Company
Share
Option
Plan
--------- --------------- ----------- ----------- ----------- ---------
152,523 05/12/2018 05/12/2021 05/12/2023 GBP0.28
--------- --------------- ----------- ----------- ----------- ---------
152,522 05/12/2018 05/12/2022 05/12/2023 GBP0.28
--------------- ----------- ----------- ----------- ---------
425,000 01/04/2020 09/07/2024 09/07/2027 GBP0.175
--------------- ----------- ----------- ----------- ---------
666,667 18/08/2020 01/04/2022 01/04/2025 GBP0.01
--------------- ----------- ----------- ----------- ---------
666,667 18/08/2020 01/04/2023 01/04/2026 GBP0.01
--------- --------------- ----------- ----------- ----------- ---------
finnCap 775,000 01/04/2020 09/07/2024 09/07/2027 GBP0.175
Group
plc EMI
Share
Option
Plan
--------- --------------- ----------- ----------- ----------- ---------
Richard finnCap 250,000 13/08/2020 20/05/2025 20/05/2028 GBP0.155
Snow Group
Company
Share
Option
Plan
--------- --------------- ----------- ----------- ----------- ---------
(c) Interests or short positions held by connected employee benefit trusts of finnCap Group
plc
Name Number of ordinary Percentage of
shares held total issued share
capital
Ogier Global Trustees as trustee
of the finnCap Group Employee
Benefit Trust 11,165,597 6.16%
------------------- --------------------
Name Description Number Grant date Lapse date Exercise
of Options of Ordinary price
shares under
options
Ogier Global Call option 6,100,901 5 December 5 December GBP0.28
Trustees as over ordinary 2018 2023
trustee of shares held
the finnCap by certain
Group Employee employees and
Benefit Trust former employees
----------------- -------------- ----------- ----------- ---------
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: 31 October 2022
Contact name: Simon Maynard, Company Secretary
---------------------------------
Telephone number: Telephone: +44 (0) 20 3772 4640
---------------------------------
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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