FORM 8 (OPD)
THE FOLLOWING FORM HAS BEEN AMENDED IN SECTION 3 FROM THE VERSION RELEASED ON 4 FEBRUARY 2020
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: |
Frenkel Topping Group Plc (the "Company") |
(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. |
|
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree |
Frenkel Topping Group Plc |
(d) Is the discloser the offeror or the offeree? |
OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure |
05/02/2020 |
(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 |
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: |
Ordinary shares of 0.5p each |
|
Interests |
Short positions |
Number |
% |
Number |
% |
(1) Relevant securities owned and/or controlled: |
Nil |
0 |
Nil |
0 |
(2) Cash-settled derivatives: |
Nil |
0 |
Nil |
0 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
Nil |
0 |
Nil |
0 |
TOTAL: |
Nil |
0 |
Nil |
0 |
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: |
None |
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
3(a) Shares held by directors of Frenkel Topping Group plc and their concert parties
Director |
Number of Frenkel Topping Group plc shares |
Percentage of existing Frenkel Topping Group plc shares (%) |
Paul Richardson (Chairman) |
Nil |
nil |
Richard Fraser (CEO) |
2,568,415 |
3.40 |
Stephen Bentley (CFO) |
205,841 |
0.27 |
Mark Holt (Managing Director) |
166,666 |
0.22 |
Tim Linacre (NED) |
30,000 |
0.04 |
3(b) Directors' rights to subscribe to Frenkel Topping Group plc shares
Director |
Plan |
Number of options over Frenkel Topping Group plc shares |
Date of Grant |
Exercise Price |
Paul Richardson (Chairman) |
EMI |
490,196 |
12/03/2018 |
0.5 |
Paul Richardson (Chairman) |
Unapproved |
9,804 |
12/03/2018 |
0.5 |
Richard Fraser (CEO) |
EMI |
18,750 |
24/08/2016 |
0.5 |
Richard Fraser (CEO) |
Unapproved |
981,250 |
24/08/2016 |
0.5 |
Richard Fraser (CEO) |
Unapproved |
250,000 |
12/03/2018 |
0.5 |
Stephen Bentley (CFO) |
EMI |
490,196 |
12/03/2018 |
0.5 |
Stephen Bentley (CFO) |
Unapproved |
9,804 |
12/03/2018 |
0.5 |
Mark Holt (Managing Director) |
EMI |
333,334 |
24/08/2016 |
24.0 |
Mark Holt (Managing Director) |
EMI |
176,471 |
12/03/2018 |
0.5 |
Mark Holt (Managing Director) |
Unapproved |
573,529 |
12/03/2018 |
0.5 |
Mark Holt (Managing Director) |
Unapproved |
83,500 |
12/03/2018 |
13.5 |
Tim Linacre (NED) |
- |
nil |
- |
- |
These awards are subject to performance criteria relating to the total AUM of the Company and the AUM of the Company's DFM Ascencia and have no expiry date.
Further information on the Company's EMI and unapproved option schemes can be found in the Company's annual report available at the Company's website: https://frenkeltoppinggroup.co.uk/investors/corporate-announcements/annual-reports/
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: |
05/02/2020 |
Contact name: |
Elaine Cullen-Grant |
Telephone number: |
0161 886 8045 |
