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Accrol Group Holdings PLC, as the offeree, published a Form 8 Public Opening Position Disclosure on April 8, 2024, detailing its nil holding in 0.1p Ordinary Shares and the interests of persons acting in concert as of April 5, 2024. These included Daniel Wright with 12,608,422 shares (3.95%), Gareth Jenkins with 903,737 shares (0.28%), Susan Jenkins with 3,612,071 shares (1.13%), and financial adviser Zeus Capital Limited with 3,100,405 shares (0.97%) and a warrant for 2,790,361 shares expiring June 2, 2026.
| Date | 8 Apr 2024 |
| Time | 12:47:06 |
| Category | Holding(s) in company |
| ID | 7069J |
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
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(a) Full name of discloser: |
Accrol Group Holdings plc |
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(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. |
N/A |
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree |
Accrol Group Holdings plc |
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(d) Is the discloser the offeror or the offeree? |
OFFEREE |
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(e) Date position held: The latest practicable date prior to the disclosure |
5 April 2024
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(f) In addition to the company in 1(c) above, is 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" |
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
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Class of relevant security:
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0.1p Ordinary Shares |
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Interests |
Short positions |
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Number |
% |
Number |
% |
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(1) Relevant securities owned and/or controlled: |
nil
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0 |
nil
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0 |
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(2) Cash-settled derivatives:
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nil
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0 |
nil
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0 |
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(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
nil
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0 |
nil
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0 |
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TOTAL: |
nil
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0 |
nil
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0 |
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
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Class of relevant security in relation to which subscription right exists: |
N/A |
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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
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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: |
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(a) Interests held by the directors of Accrol Group Holdings plc, their close relatives and related trusts (excluding share awards set out in (b) below):
*Daniel Wright holds 1,821,450 shares individually and holds 10,786,972 shares through Gomrath Ltd.
(b) Options and awards granted under Accrol Group Holdings plc's share plans held by the directors of Accrol Group Holdings plc:
(c) Interests held by employee benefit trusts
None
(d) Ordinary shares of 0.1 pence each in Accrol Group Holdings plc held by connected advisers of Accrol Group Holdings plc on a non-exempt basis
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*This figure includes 905,943 shares owned by Richard Hughes, the majority shareholder in Zeus Capital Limited
** Zeus Capital Investment Limited (parent of Zeus Capital Limited) has a warrant with rights to subscribe for 2,790,361 Ordinary Shares of 0.1p each at a price of 100p per Ordinary Share. This warrant expires on 02 June 2026.
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
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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" |
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None
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(b) Agreements, arrangements or understandings relating to options or derivatives
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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" |
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None
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(c) Attachments
Are any Supplemental Forms attached?
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Supplemental Form 8 (Open Positions) |
NO |
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Supplemental Form 8 (SBL) |
NO |
Date of disclosure: |
8 April 2024 |
Contact name: |
Christopher Welsh |
Telephone number: |
+44 (0)1254 278 844 |
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.