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:
|
Libertine
Holdings 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
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Libertine
Holdings plc
|
|
(d) Is the discloser the
offeror or the offeree?
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OFFEREE
|
|
(e) Date position
held:
The latest practicable date
prior to the disclosure
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2 May
2024
|
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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
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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 £0.001
each
|
|
|
Interests
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Short
positions
|
|
Number
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%
|
Number
|
%
|
|
(1) Relevant securities owned
and/or controlled:
|
Nil
|
0
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Nil
|
0
|
|
(2) Cash-settled
derivatives:
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Nil
|
0
|
Nil
|
0
|
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
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Nil
|
0
|
Nil
|
0
|
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TOTAL:
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Nil
|
0
|
Nil
|
0
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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:
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None
|
|
Details, including nature of
the rights concerned and relevant percentages:
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None
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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:
|
|
(a)
Interests in Libertine Holdings plc's ordinary shares in which the
directors of Libertine Holdings plc are interested (including their
close relatives and related trusts):
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Class of relevant
securities:
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Ordinary Shares of £0.001
each
|
|
Director
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Number of Libertine Holdings
plc's ordinary shares held
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Percentage of total issued
share capital (excluding shares under option)*
|
|
Samuel
Cockerill**
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14,245,000
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10.23%
|
|
Gareth
Hague
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100,000
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0.07%
|
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Douglas
Montgomery
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2,119,590
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1.52%
|
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Keith
Jackson
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50,000
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0.04%
|
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Peter
Wright
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78,071
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0.06%
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*Percentages have been rounded
**The
holdings of Samuel Cockerill are split between his personal holding
(12,400,000) and his investment vehicle, Sam Cockerill Limited
(1,845,000)
(b)
Options over Libertine Holdings plc's ordinary shares held by the
directors of Libertine Holdings plc and their close relatives and
related trusts
(i)
Options and awards held by Samuel Cockerill
|
Date of
award
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Number of
shares
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Exercise
price
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Exercise
period/vesting date
|
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13 December
2021
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1,125,000
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£0.02
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Vested 23
December 2021. Unexercised options lapse 10 years from grant
date.
|
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22 February
2023
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1,166,500
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£0.001
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Vesting
date -31 March 2025. 50% exercisable from 31 March 2025 and
remaining 50% exercisable from 31 March 2026. Unexercised
options lapse 10 years from grant date.
|
(ii)
Options and awards held by Gareth Hague
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Date of
award
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Number of
shares
|
Exercise
price
|
Exercise
period/vesting date
|
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13 December
2021
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1,655,000
|
£0.02
|
Vested 23
December 2021. Unexercised options lapse 10 years from grant
date.
|
|
22 February
2023
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1,112,000
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£0.001
|
Vesting
date -31 March 2025. 50% exercisable from 31 March 2025 and
remaining 50% exercisable from 31 March 2026. Unexercised
options lapse 10 years from grant date.
|
(iii)
Options and awards held by Keith Jackson
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Date of
award
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Number of
shares
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Exercise
price
|
Exercise
period/vesting date
|
|
7 December
2021
|
1,195,000
|
£0.02
|
Vested 23
December 2021. Unexercised options lapse 10 years from grant
date.
|
(c)
Interests in Libertine Holdings plc's ordinary shares in which
other concert party members are interested:
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Class of relevant
securities:
|
Ordinary shares of £0.001
each
|
|
Name
|
Number of Libertine Holdings
plc's ordinary shares held
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Percentage of total issued
share capital (excluding shares under option)*
|
|
Providence
Holdings Limited**
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15,402,830
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11.06%
|
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Sarah Jayne
Haynes
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2,340,000
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1.68%
|
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Edward
Watson Haynes
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240,000
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0.17%
|
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Watson
Haynes Limited
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880,770
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0.63%
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*Percentages have been rounded
**Providence Holdings Limited is a Company of which Samuel
Cockerill is a director. The beneficial owners of Providence
Holdings Limited are Pamela Cockerill and Martin
Cockerill.
These
parties are deemed to be acting in concert with each other for the
purposes of the City Code.
|
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
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(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
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(c)
Attachments
Are
any Supplemental Forms attached?
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Supplemental Form 8 (Open
Positions)
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NO
|
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Supplemental Form 8
(SBL)
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NO
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Date of disclosure:
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3 May 2024
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Contact name:
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Gareth
Hague
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Telephone number:
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0114 242
1161
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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.