21st Dec 2022 11:56
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: | K3 Capital 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 | K3 Capital Group plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 21 December 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:
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| 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 |
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: | None |
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: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Directors of K3 Capital Group plc (the "Company") have the following interests in the Company:
1 John Rigby ordinary shareholding includes 230,000 shares held under the The Rigby Family Charitable Trust (as a sub-fund of the Charities Aid Foundation). 2 Anthony Ford ordinary shareholding includes 40,000 shares held under the Ford Family SIPP, 18,333 shares held under Elizabeth Ford (spouse), 250,000 shares held under Callum Edward Ford (child), 250,000 shares held under Archie Todd Ford (child), 125,000 shares held under Jack Ford (child), 125,000 shares held under Gemma Burgess (child) and 925,000 shares held under the Ford Family Foundation (charitable trust). 3 Ian Mattioli ordinary shareholding includes 84,922 shares held under C L M SIPP, 80,000 shares held under the Ian & Clare Charitable Trust, and 63,384 shares held under Clare Mattioli (spouse). 4 Martin Robinson ordinary shareholding includes 2,000 shares held under Jane-Anne Robinson (spouse).
Share Options - Directors
The Directors of the Company have been granted share option awards from time to time under the Company's Growth Share Awards and share-based payment arrangements:
5 LTIP Options vest over a 3 - 5-year performance period. The earliest expected date for exercise was after publication of the Group's annual results for the year ended 31 May 2020 in respect of LTIP series 1, and publication of the Group's interim results for the period ended 30 November 2020 in respect of LTIP series 2.
Concert Parties
In addition to the Director shareholdings detailed above, there are certain other shareholders in the Company who have or previously been deemed to be acting in concert with the Company, consequently their shareholdings are also included in this OPD announcement under Rule 8.2 of the Code as follows:
Share Options - Concert Parties
Individuals who have or previously been deemed to be acting in concert party have been granted share option awards from time to time under the Company's Growth Share Arrangements:
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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
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?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 21 December 2022 |
| Contact name: | Andy Melbourne |
| Telephone number: | c/o Numis +44 (0)20 7260 1000 |
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.
Related Shares:
K3C.L