TIDMBST
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 n/a
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 Big Sofa Technologies Group PLC
relates:
Use a separate form for each offeror/offeree
--------------------------------
(d) Is the discloser the offeror or the offeree? OFFEREE
--------------------------------
(e) Date position held: 30 March 2020
The latest practicable date prior to the disclosure
--------------------------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures N/A
in respect
of any other party to the offer?
If it is a cash offer or possible cash offer, state "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
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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:
Includes shares held
by S. Bourne, his wife
Stephen Bourne 313,724 0.17% 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:
Includes shares held
Simon Lidington by Simon Lidington's
(Former Director) 10,338,385 5.55% immediate family
Includes shares held
Matt Lynch (Director) 4,146,860 2.23% 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%
Includes SE16 LLP which
Terence Back and his
Terence Back 260,619 0.14% 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' Total Grant Vesting Strike
Options Options Date Date(s) Price Note:
Christina December
('Kirsty') 2019 - Options vest
Cochrane December at 6p per
Fuller 7,500,000 February-19 2021 3.5p share
Options vest
at 6p per
Matt Lynch 3,951,485 February-19 December-19 3.5p share
Options vest
at 6p per
Joe MacCarthy 4,420,448 February-19 December-19 3.5p share
Options vest
Nicholas at 6p per
Mustoe 1,276,944 February-19 December-19 3.5p share
Options vest
at 6p per
Steven Metcalfe 1,064,120 February-19 December-19 3.5p share
Concert Party
Options
December
2017 -
Adam Reynolds December
(former Director) 1,064,120 December-16 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
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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 .
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
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