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British Honey Company PLC (The)
British Honey Co. - Form 8 (OPD) British Honey Company - Replacement
27th October 2022, 14:08
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RNS Number : 3904E
British Honey Company PLC (The)
27 October 2022
 

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")

 

 

With reference to the Form 8 released by The British Honey Company plc (RNS number 3604E) on 27 October 2022 at 11:34, this was released without information relating to Ordinary Shares held by a person acting in concert with the offeree as per section 3(A) below. Investors should refer to this Form 8 announcement.

 

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

The British Honey Company 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

The British Honey Company plc

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

Offeree

(e) Date position held:

     The latest practicable date prior to the disclosure

26 October 2022

(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:

 

GBP 0.1 Ordinary

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

-

Nil

-

(2) Cash-settled derivatives:

 

Nil

-

Nil

-

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

425,532*

2.47%*

Nil

-

 

     TOTAL:

425,532

2.47%

Nil

-

 

*Shares to be transferred to, and held by, a Jersey based trustee acting under the sole discretion of The British Honey Company plc. Further information available in the announcement released by The British Honey Company on 30 September 2022.

 

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:

Nil

Details, including nature of the rights concerned and relevant percentages:

Nil

 

 

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:

 

(A) Ordinary Shares of £0.10 each ("Ordinary Shares") held by directors of The British Honey Company plc or connected advisers and their close relatives and related trusts (excluding the options and awards set out below):

 

Name

Number of Ordinary Shares held

% of Ordinary Shares held

Mark Gamble

2,727,273*

15.89%

"Sophie" Guifang Luo

198,020*

1.15%

FinnCap Ltd

285

0.001%

 

*combined shareholding of 2,727,273 Ordinary Shares through his personal holdings (1,363,637) along with holdings held by his partner Lynda Taylor (1,363,636)

 

*combined shareholding of 198,020 Ordinary Shares through her personal holdings (49,505) along with holdings held by her son Di Wu (148,515)

 

 (B) Options held by directors of The British Honey Company plc in The British Honey Company plc shares

 

Granted

Total number of Ordinary Shares

Exercise Price

Vest Date

Expiry Date

"Sophie" Guifang Luo*

100,000

100,000

110p

18 March 2020

18 March 2023

 

 

 

(C) Warrants in respect of Ordinary Shares by a Connected Adviser

 

Name

Conversion

Price

Number of warrants held

Stanford Capital Partners Limited

110p

182,099

Stanford Capital Partners Limited

110p

138,055

 

Note:

 

the 182,099 warrants held by Stanford Capital Partners Limited have a grant date of 16/03/2020 and an expiry date of 16/03/2025

 

the 138,055 warrants held by Stanford Capital Partners Limited have a grant date of 24/02/2021 and an expiry date of 24/02/2026

 

All warrants held are convertible on a one for one basis.

 

 

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)

YES

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

27 October 2022
Contact name:

Mark Jones, Chief Executive Officer
Telephone number:

07834308413

 

 

 

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

 

Full name of person making disclosure:

The British Honey Company plc

Name of offeror/offeree in relation to whose relevant securities the disclosure relates:

The British Honey Company plc

 

2.         STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

 

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








 

3.         AGREEMENTS TO PURCHASE OR SELL ETC.

 

Full details should be given so that the nature of the interest or position can be fully understood:

 

425,532 Ordinary Shares to be transferred to, and held by, a Jersey based trustee acting under the sole discretion of The British Honey Company plc. Further information available in the announcement released by The British Honey Company on 30 September 2022.

 

 

 

 

 

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