Brand Architekts Group PLC Form 8 (OPD) - Brand Architekts plc (0281I)
April 11 2022 - 1:10PM
UK Regulatory
TIDMBAR
RNS Number : 0281I
Brand Architekts Group PLC
11 April 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: Brand Architekts Group plc
(b) Owner or controller of interests and short positions disclosed, if different from N/A
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 relevant securities this form relates: Brand Architekts plc
Use a separate form for each offeror/offeree
---------------------------
(d) Is the discloser the offeror or the offeree? OFFEROR
---------------------------
(e) Date position held: 11 April 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 YES
respect If YES, specify which:
of any other party to the offer? InnovaDerma plc (Offeree)
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: 1p Ordinary
Interests Short positions
------------- ------------------
Number % Number %
------- ---- ----------- -----
(1) Relevant securities owned and/or controlled: Nil Nil Nil Nil
------- ---- ----------- -----
(2) Cash-settled derivatives: Nil Nil Nil Nil
------- ---- ----------- -----
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil Nil Nil Nil
------- ---- ----------- -----
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: N/A
Details, including nature of the rights concerned and relevant percentages: N/A
----
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) Interests held by directors of Brand Architekts plc and their close relatives and related
trusts
Name Number of shares Percentage of total
issued share capital
of Brand Architekts
Group plc
Roger McDowell 1,249,105 7.25%
----------------- ----------------------
Chris How 196,686 1.1%
----------------- ----------------------
Quentin Higham 37,037 0.2%
----------------- ----------------------
Tom Carter 32,197 0.2%
----------------- ----------------------
*Figures are rounded to 1 decimal place
(B) Interests held by directors of Brand Architekts plc under its LTIP share plans
Name Number of shares Vesting date Exercise price
(under option) (per share)
Quentin Higham 145,228 30.09.2023 Nil cost
----------------- ------------- ---------------
Quentin Higham 111,515 12.10.2024 Nil cost
----------------- ------------- ---------------
Tom Carter 102,282 30.09.2023 Nil cost
----------------- ------------- ---------------
Tom Carter 77,788 12.10.2024 Nil cost
----------------- ------------- ---------------
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: 07 April 2022
Contact name: Tom Carter
-----------------
Telephone number: +44 7471 353 889
-----------------
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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