TIDMSPE
RNS Number : 7076S
Sopheon PLC
08 November 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: Sopheon 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: Sopheon 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: 07 November 2023
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"
-----------------
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: 20p Ordinary
Interests Short positions
--------------- ------------------
Number % Number %
-------- ----- ---------- ------
(1) Relevant securities owned and/or controlled: Nil 0.00 Nil 0.00
-------- ----- ---------- ------
(2) Cash-settled derivatives: Nil 0.00 Nil 0.00
-------- ----- ---------- ------
(3) Stock-settled derivatives (including options) and agreements to
purchase/sell: Nil 0.00 Nil 0.00
-------- ----- ---------- ------
TOTAL: Nil 0.00 Nil 0.00
-------- ----- ---------- ------
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: N/A
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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:
A) Holdings of ordinary shares by directors of Sopheon plc and their close relatives:
Name No. Ordinary Shares % of total issued share
Held capital carrying voting
rights
Barry Mence* 1,899,458 17.84%
-------------------- -------------------------
Arif Karimjee** 73,500 0.69%
-------------------- -------------------------
Daniel Metzger 5,000 0.05%
-------------------- -------------------------
Andrew Michuda 67,620 0.64%
-------------------- -------------------------
Stuart Silcock*** 282,990 2.66%
-------------------- -------------------------
Greg Coticchia 8,600 0.08%
-------------------- -------------------------
Barnaby Kent 3,500 0.03%
-------------------- -------------------------
*includes 265,825 ordinary shares held by his wife, Maria Mence
** includes 26,600 ordinary shares held by his wife, Fiona Karimjee
*** includes 16,625 ordinary shares held by his wife, Christine Silcock
B) The directors of the Company have the following rights to subscribe for the following relevant
Sopheon plc securities under the share options plans:
Name Date of Vesting Latest Exercise No. of
Grant period Exercisable price (GBP) options
Date outstanding
15 February
2017 to
Arif 15 February 14 February 15 February
Karimjee 2017 2020 2027 4.68 11,650
------------- ------------- -------------- ------------- ------------
11 February
2018 to
Arif 11 February 10 February 11 February
Karimjee 2018 2021 2028 5.65 15,000
------------- ------------- -------------- ------------- ------------
4 July
2018 to
Arif 3 July
Karimjee 4 July 2018 2021 3 July 2028 9.00 15,000
------------- ------------- -------------- ------------- ------------
10 July
2020 to
Arif 10 July 9 July 10 July
Karimjee 2020 2023 2030 7.75 8,000
------------- ------------- -------------- ------------- ------------
14 May
2021 to
Arif 13 May
Karimjee 14 May 2021 2024 14 May 2031 9.00 43,350
------------- ------------- -------------- ------------- ------------
15 February
2017 to
Andrew 15 February 14 February 15 February
Michuda 2017 2020 2027 4.68 25,000
------------- ------------- -------------- ------------- ------------
11 February
2018 to
Andrew 11 February 10 February 11 February
Michuda 2018 2021 2028 5.65 50,000
------------- ------------- -------------- ------------- ------------
4 July
2018 to
Andrew 3 July
Michuda 4 July 2018 2021 3 July 2028 9.00 50,000
------------- ------------- -------------- ------------- ------------
10 July
2020 to
Andrew 10 July 9 July 10 July
Michuda 2020 2023 2030 7.75 30,000
------------- ------------- -------------- ------------- ------------
14 May
2021 to
Andrew 13 May
Michuda 14 May 2021 2024 14 May 2031 9.00 165,000
------------- ------------- -------------- ------------- ------------
19 October
2020 to
Greg 19 October 18 October 19 October
Coticchia 2020 2023 2030 7.85 20,000
------------- ------------- -------------- ------------- ------------
14 May
2021 to
Greg 13 May
Coticchia 14 May 2021 2024 14 May 2031 8.45 80,000
------------- ------------- -------------- ------------- ------------
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: 08 November 2023
Contact name: Arif Karimjee, Chief Financial Officer
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Telephone number: +44 1276 919 560
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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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