BST.L

Big Sofa Technologies Group Plc
Big Sofa Tech. Grp. - Form 8 (OPD) - Big Sofa Technologies Group PLC
31st March 2020, 14:33
TwitterFacebookLinkedIn
To continue viewing RNS, please confirm that you are a Private Investor*

* A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:

  1. Obtains access to the information in a personal capacity;
  2. Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
  3. Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
  4. Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
  5. Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
  6. Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
RNS Number : 2793I
Big Sofa Technologies Group PLC
31 March 2020
 

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

 

(a) Full name of discloser:

Big Sofa Technologies Group PLC

(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

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Big Sofa Technologies Group PLC

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

30 March 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"

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

 

Class of relevant security:

 

Ordinary Shares

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

n/a


n/a


(2) Cash-settled derivatives:

 

n/a


n/a


(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

n/a


n/a


 

     TOTAL:





 

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

 

Class of relevant security in relation to which subscription right exists:

n/a

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

 

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:

 

HUBCO CONCERT PARTY:

 Total Shares

%

Note:

Stephen Bourne

              313,724

0.17%

Includes shares held by S. Bourne, his wife and their companies

Adam Reynolds (former Director)

           5,680,403

3.05%


Nicholas Mustoe (Director)

         10,377,199

5.57%


Hub Capital Partners

              293,333

0.16%






Big Sofa Concert Party:




Simon Lidington (Former Director)

         10,338,385

5.55%

Includes shares held by Simon Lidington's immediate family

Matt Lynch (Director)

           4,146,860

2.23%

Includes shares held by Matt Lynch's wife

Paul Clark (Former Director)

           1,486,585

0.80%


lain MacDonald

              126,946

0.07%


BAMM Ltd

              126,946

0.07%


Paul Edwards

              101,558

0.05%


Moolamor LLC

              101,558

0.05%


Terence Back

              260,619

0.14%

Includes SE16 LLP which Terence Back and his wife control

Raheem Khan

                50,779

0.03%


Richard Fraser

                50,779

0.03%


Johanna Campion

                25,390

0.01%


Michael MacDonald

                15,235

0.01%


Kylie Ray

                15,235

0.01%






Directors (not included in above)




Joe MacCarthy

                70,588

0.04%


Steven Metcalfe

           9,029,022

4.85%


Christina ('Kirsty') Cochrane Fuller

           4,525,702

2.43%







        47,136,846

25.31%


 

 

 

 

Directors' Options

 Total Options

Grant Date

Vesting Date(s)

Strike Price

Note:

Christina ('Kirsty') Cochrane Fuller

        7,500,000

February-19

December 2019 - December 2021

3.5p

Options vest at 6p per share

Matt Lynch

        3,951,485

February-19

December-19

3.5p

Options vest at 6p per share

Joe MacCarthy

        4,420,448

February-19

December-19

3.5p

Options vest at 6p per share

Nicholas Mustoe

        1,276,944

February-19

December-19

3.5p

Options vest at 6p per share

Steven Metcalfe

        1,064,120

February-19

December-19

3.5p

Options vest at 6p per share







Concert Party Options






Adam Reynolds (former Director)

        1,064,120

December-16

December 2017 - December 2019

17p


Terence Back

           208,922

December-16

December-16

17p


 

 

 

 

 

 

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

 

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:

31/03/2020
Contact name:

Joe MacCarthy
Telephone number:

07557 156 488

 

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.

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
FEEZFLFXBXLLBBK ]]>
TwitterFacebookLinkedIn