IndigoVision Group PLC Form 8 (OPD) IndigoVision Group PLC (8821G)
March 20 2020 - 3:00AM
UK Regulatory
TIDMIND
RNS Number : 8821G
IndigoVision Group PLC
20 March 2020
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: INDIGOVISION GROUP PLC
(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.
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: INDIGOVISION GROUP PLC
Use a separate form for each offeror/offeree
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(d) Is the discloser the offeror or the offeree? OFFEREE
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(e) Date position held: 18 MARCH 2020
The latest practicable date prior to the disclosure
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(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"
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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: None
Details, including nature of the rights concerned and relevant percentages: None
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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:
Holdings of Ordinary Shares by directors of IndigoVision Group plc (the "Company")
Percentage of
total issued
share capital
carrying voting
rights (excluding
Number of Ordinary Ordinary Shares
Name Shares held held in treasury)(1)
Max Thowless-Reeves (Chairman)(2) 157,383 2.14
------------------- ----------------------
Pedro Vasco Simoes (CEO) 30,262 0.41
------------------- ----------------------
Chris Lea (CFO) 39,344 0.54
------------------- ----------------------
George Elliott (Non-Executive
Director) 18,000 0.25
------------------- ----------------------
Vikki MacLeod (Non-Executive
Director) 10,000 0.14
------------------- ----------------------
(1) Based on a total voting share capital of 7,337,940
(2) Max Thowless-Reeves is founding partner of Sorbus Partners LLP, which manages VT Sorbus
Vector Fund, which is holding 460,000 Ordinary Shares in the capital of the Company, equivalent
to 6.27% of the total voting share capital
Holdings of options over Ordinary Shares by directors of the Company
2008 LTIP
Number of options Exercise
over Ordinary price of Vesting period
Name Shares held options of options
October 2020
Pedro Vasco Simoes - October
(CEO) 22,848 GBP0.00 2030
------------------ ---------- ---------------
March 2020
Chris Lea (CFO) 18,393 GBP0.00 - March 2030
------------------ ---------- ---------------
2018 LTIP
Name Number of IVG Units held
Pedro Vasco Simoes
(CEO) 375
-------------------------
Chris Lea (CFO) 375
-------------------------
Each 'IVG Unit' entitles the holder to share in a pool of Ordinary Shares equivalent to up
to 20% of the Company's issued share capital at the date of exercise, the distribution of
which will be dependent on (a) the level of the Company's earnings per share delivered in
the 2021 financial year and (b) the proportion of total of IVG Units held by the director
(out of a total pool of up to 1,000 IVG Units).
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: 19 March 2020
Contact name: Chris Lea
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Telephone number: 0131 475 7200
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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 .
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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