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Safestay PLC published a Public Opening Position Disclosure (Form 8 (OPD)) on 24 September 2021, detailing positions held as of 17 September 2021. The disclosure reported that Safestay PLC itself held nil interests or short positions in its ordinary shares, but its directors collectively held 714,344 ordinary shares directly. Additionally, Safeland Holdings (2008) Corporation and Safeland plc collectively owned 8.8% of Safestay's ordinary shares, Pyrrho Investments Limited owned 29.4%, and a total of 4,494,476 share options were disclosed for management and an associated company.
| Date | 24 Sept 2021 |
| Time | 17:00:06 |
| Category | Holding(s) in company |
| ID | 8178M |
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: |
Safestay PLC ("Safestay") |
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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 |
Offeree - Safestay |
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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 |
17 September 2021 |
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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 |
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 |
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|
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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 |
- |
Nil |
- |
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(2) Cash-settled derivatives:
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Nil |
- |
Nil |
- |
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(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
Nil |
- |
Nil |
- |
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TOTAL: |
Nil |
- |
Nil |
- |
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) The following directors of Safestay (including their close relatives and related trusts) have the interests in Safestay's shares set out below:
Note 1: Larry Lipman also owns one-third of the share capital of Safeland Holdings (2008) Corporation ("SHC"), a corporation incorporated in Panama and 2% of Safeland plc, a company incorporated in England and Wales. SHC owned 3,112,484 ordinary shares in the Company, representing 4.8% of the Company's shares in issue as at 17 September 2021. SHC owned 83.4% of the issued share capital of Safeland plc as at 17 September 2021. Safeland plc owned 2,597,334 ordinary shares of the Company, representing 4.0% of the Company's shares in issue at 17 September 2021.
Note 2: Anson Chan is not considered to be independent due his interest in Pyrrho Investments Limited which is a significant shareholder in the Company, owning 19,025,638 ordinary shares representing 29.4% of the Company's shares in issue at 17 September 2021. Note 3: Paul Cummins is an alternate director for Anson Chan and is therefore also not considered to be independent.
(B) The following directors of Safestay have options over the ordinary equity share capital of Safestay as set out below, as at 17 September 2021:
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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) |
YES |
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Supplemental Form 8 (SBL) |
NO |
Date of disclosure: |
24 September 2021 |
Contact name: |
Peter Harvey, Chief Financial Officer and Company Secretary |
Telephone number: |
020 8815 1606 |
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.
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
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Full name of person making disclosure: |
Safestay PLC ("Safestay") |
|
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: |
Offeree - Safestay |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
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Class of relevant security |
Product description e.g. call option |
Written or purchased |
Number of securities to which option or derivative relates |
Exercise price per unit |
Type e.g. American, European etc. |
Expiry date |
|
Ordinary shares |
Share options |
Written |
396,521 |
50p |
Various exercise periods apply |
01/05/2024 |
|
528,695 |
50p |
01/05/2024 |
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|
38,550 |
50p |
20/05/2024 |
||||
|
250,000 |
50p |
13/07/2027 |
||||
|
500,000 |
50p |
20/07/2027 |
||||
|
100,000 |
42p |
10/10/2028 |
||||
|
500,000 |
34p |
31/12/2028 |
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500,000 |
34p |
28/04/2029 |
||||
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100,000 |
40p |
25/06/2029 |
||||
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100,000 |
34p |
04/09/2029 |
||||
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129,100 |
13p |
21/01/2031 |
||||
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119,900 |
14p |
21/02/2031 |
||||
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111,900 |
15p |
23/03/2031 |
||||
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75,200 |
15p |
24/04/2031 |
||||
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66,400 |
17p |
24/05/2031 |
||||
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62,700 |
18p |
24/06/2031 |
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44,400 |
16p |
24/07/2031 |
3. AGREEMENTS TO PURCHASE OR SELL ETC.
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Full details should be given so that the nature of the interest or position can be fully understood: |
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Being options issued to previous and current management as part of their remuneration packages (save for options over 528,695 shares expiring on 1 May 2024 at an exercise price of 50p) which were granted to Safeland plc a company connected with Larry Lipman).
Larry Lipman owns one-third of the share capital of Safeland Holdings (2008) Corporation ("SHC"), a corporation incorporated in Panama and 2% of Safeland plc, a company incorporated in England and Wales. SHC owned 3,112,484 ordinary shares in the Company, representing 4.8% of the Company's shares in issue as at 17 September 2021. SHC owned 83.4% of the issued share capital of Safeland plc as at 17 September 2021. Safeland plc owned 2,597,334 ordinary shares of the Company, representing 4.0% of the Company's shares in issue at 17 September 2021.
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It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
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.