Form 8 - RhythmOne PLC: PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER Rules 8.1 and 8.2 of the Takeover Code (the... (772003)

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 RhythmOne PLC (RTHM) 
Form 8 - RhythmOne PLC: PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN 
OFFER Rules 8.1 and 8.2 of the Takeover Code (the 'Code') 
 
04-Feb-2019 / 07:00 GMT/BST 
Dissemination of a Regulatory Announcement, transmitted by EQS Group. 
The issuer is solely responsible for the content of this announcement. 
 
            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:                      RhythmOne 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. 
(c) Name of offeror/offeree in relation to whose RhythmOne Plc 
relevant securities this form relates: 
 
Use a separate form for each offeror/offeree 
(d) Is the discloser the offeror or the offeree? OFFEREE 
(e) Date position held:                          1 February 2019 
 
The latest practicable date prior to the 
disclosure 
(f) In addition to the company in 1(c) above, is No 
the discloser making 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         0                      0 
securities owned 
and/or 
controlled: 
(2) Cash-settled     0                      0 
derivatives: 
 
(3)                  0                      0 
Stock-settled 
derivatives 
(including 
options) and 
agreements to 
purchase/sell: 
                     0                      0 
 
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: 
Details, including nature of the rights concerned and relevant 
percentages: 
 
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: 
 
Interests of directors of RhythmOne plc in RhythmOne plc's 
ordinary shares: 
 
(1) Eric Singer - 4,057,3231 
 
(2) John Mutch - 15,294 
 
(1) Eric Singer holds an indirect interest in 4,023,324 voting 
rights in RhythmOne plc as the managing member of VIEX Capital 
Advisors, LLC, a Delaware-incorporated investment management 
entity that manages the assets of certain affiliated funds. 
 
Directors' restricted stock units: 
 
(1) Mark Bonney - 239,520 restricted stock units granted on 18 
June 2018 under the international employee incentive plan of 
RhythmOne plc which are exercisable between 18 June 2018 and 17 
June 2028 at nil cost, and the vesting of which would accelerate 
in full upon a change in control. 
 
    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 
 
                    4 February 2019 
 
Date of disclosure: 
 
Contact name: 
 
Telephone number: 
 
    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 
            [1]. 
 
ISIN:          GB00BYW0RC64 
Category Code: FEE - RhythmOne Plc 
TIDM:          RTHM 
LEI Code:      213800MZEQLXEIOJ9N61 
Sequence No.:  7342 
EQS News ID:   772003 
 
End of Announcement EQS News Service 
 
 
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