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On 5 April 2023, finnCap Group plc, as an offeror, made a Public Opening Position Disclosure (Form 8 (OPD)) under the Takeover Code, detailing positions in its own £0.01 ordinary shares as of 4 April 2023. The company itself held 295,189 ordinary shares, representing 0.16% of the total issued share capital. Parties acting in concert included its director Geoff Nash holding 7,132,626 shares (3.93%), and Ogier Global Trustees as trustee of the finnCap Group Employee Benefit Trust holding 11,165,597 shares (6.16%) and call options over 6,100,901 shares.
| Date | 5 Apr 2023 |
| Time | 09:28:34 |
| Category | Holding(s) in company |
| ID | 4663V |
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: |
finnCap Group 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 |
finnCap Group plc |
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(d) Is the discloser the offeror or the offeree? |
OFFEROR |
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(e) Date position held: The latest practicable date prior to the disclosure |
4 April 2023 |
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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" |
YES
Cenkos Securities plc |
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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Ordinary shares of £0.01 each |
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Interests |
Short positions |
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Number |
% |
Number |
% |
|
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(1) Relevant securities owned and/or controlled: |
295,189* |
0.16 |
0 |
0 |
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(2) Cash-settled derivatives:
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0 |
0 |
0 |
0 |
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(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
0 |
0 |
0 |
0 |
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TOTAL: |
295,189 |
0.16 |
0 |
0 |
* interest held by finnCap Ltd (through Pershing Nominees) in its capacity as joint broker to finnCap Group plc
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: |
None |
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Details, including nature of the rights concerned and relevant percentages: |
None |
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) Ordinary shares held by the Directors of finnCap Group plc, and their close relatives:
* includes shares held by spouse
(b) Options and awards granted under finnCap Group plc's share plans held by the directors of finnCap Group plc
(c) Interests or short positions held by connected employee benefit trusts of finnCap Group plc
(d) Interests or short positions held by connected advisers of finnCap Group plc
The above position reflects only securities held under discretionary mandates.
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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: |
5 April 2023 |
Contact name: |
Simon Maynard, Company Secretary |
Telephone number: |
Telephone: +44 (0) 20 3772 4640 |
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.