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Franchise Brands plc, as an offeror, filed a Form 8 (OPD) Public Opening Position Disclosure on 24 February 2022, detailing its and concert parties' positions as of 23 February 2022. The company itself reported nil interests in its ordinary shares of 0.5p each, while its directors and their close relatives, acting in concert, collectively held 52,964,943 ordinary shares, representing 55.25% of the voting share capital. Additionally, other persons acting in concert, including the Employee Benefit Trust, Robin Auld, and Mark Peters, held a total of 2,171,147 ordinary shares (2.27%), and connected adviser Dowgate Group Limited held 70,134 ordinary shares (0.07%), with several directors and Robin Auld also holding various outstanding share options.
| Date | 24 Feb 2022 |
| Time | 07:00:07 |
| Category | Holding(s) in company |
| ID | 6329C |
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: |
Franchise Brands 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 |
Franchise Brands 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 |
23/02/22 |
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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" |
No
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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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Ordinary shares of 0.5p each in Franchise Brands plc |
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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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Nil |
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(2) Cash-settled derivatives:
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Nil |
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Nil |
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(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
Nil |
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Nil |
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TOTAL: |
Nil |
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Nil |
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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 |
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) Beneficial holdings of the Directors of Franchise Brands plc (including their close relatives and the related trusts of either of them) in Franchise Brands plc ordinary shares of 0.5p each
¹ Total holdings of Stephen Hemsley and close family members/trusts (of which 1,123,152 Franchise Brands Shares are non-beneficial interests held by close relatives) ² Total holdings of Nigel Wray and close family members/trusts (of which 223,880 Franchise Brands Shares are non-beneficial interests held by a trust) ³ Total holdings of David Poutney and close family members/trusts (of which 13,870 Franchise Brands Shares are non-beneficial interests held by close relatives) ⁴ Total holdings of Chris Dent and close family members/trusts 5 Total holdings of Tim Harris and close family members/trusts 6 Total holdings of Peter Molloy and close family members/trusts (of which 5,386 Franchise Brands Shares are non-beneficial interests held by close relatives) 7 Total holdings of Julia Choudhury and close family members/trusts
(b) Rights to subscribe for ordinary shares of 0.5p each in Franchise Brands plc
Details of options held by Directors and any close relatives
(c) Interests of persons acting in concert with Franchise Brands plc (in addition to those set out in (a) above) in the ordinary shares of 0.5p each in Franchise Brands plc
Details of options held by those in 3(c) above
(d) Interests of connected advisers
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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: |
24 February 2022 |
Contact name: |
Julia Choudhury |
Telephone number: |
+ 44 (0) 1625 813231 |
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.