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:
|
GRESHAM
TECHNOLOGIES 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
|
GRESHAM
TECHNOLOGIES PLC
|
(d) Is the discloser the
offeror or the offeree?
|
OFFEREE
|
(e) Date position
held:
The latest practicable date
prior to the disclosure
|
15/4/2024
|
(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:
|
|
|
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:
|
Nil
|
|
Nil
|
|
TOTAL:
|
Nil
|
|
Nil
|
|
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 £0.05 each in the capital of
Gresham Technologies plc ("Ordinary Shares") held by the directors
of Gresham Technologies plc, their close relatives and related
trusts (excluding options which are set out in (b)
below:
Director
|
Number of Ordinary Shares
|
Percentage of issued share capital
|
Ian Manocha
|
166,640
|
0.20
|
Thomas Mullan
|
76,054
|
0.09
|
Andrew Balchin
|
17,608
|
0.02
|
Jennifer Knott
|
31,250
|
0.04
|
Oliver Scott
|
155,434
|
0.19
|
(b) Options and awards held by the directors of Gresham
Technologies plc, their close relatives and related
trusts:
Director
|
Number of Ordinary Shares
under option
|
Vesting details
|
Exercise Price
|
Ian Manocha
|
1,500,000
|
Granted on 1 June 2015
Vested on 31 May 2018
Expires on 29 May 2025
|
£1.11
|
104,008
|
Granted on 18 March 2020
Vested on 18 March 2023
Expires on 18 March 2030
|
Nil
|
Up to 174,944
|
Granted on 31 March 2022
Vesting on 31 March 2025
Expires on 31 March 2032
|
Nil
|
Up to 135,000
|
Granted on 21 October
2021
Vesting on 20 October
2024
Expires on 19 October
2031
|
Nil
|
Up to 68,000
|
Granted on 21 October
2021
Vesting on 20 October
2024
Expires on 19 October
2031
|
Nil
|
Up to 197,185
|
Granted on 31 March 2023
Vesting on 31 March 2026
Expires on 31 March 2033
|
Nil
|
Thomas Mullan
|
200,000
|
Granted on 14 March 2018
Vested on 13 March 2021
Expires on 11 March 2028
|
£2.27
|
100,000
|
Granted on 28 March 2019
Vested on 27 March 2022
Expires on 25 March 2029
|
£0.97
|
67,532
|
Granted on 18 March 2020
Vested on 18 March 2023
Expires on 18 March 2030
|
Nil
|
Up to 107,736
|
Granted on 31 March 2022
Vesting on 31 March 2025
Expires on 31 March 2032
|
Nil
|
Up to 75,000
|
Granted on 21 October
2021
Vesting on 20 October
2024
Expires on 19 October
2031
|
Nil
|
Up to 118,919
|
Granted on 31 March 2023
Vesting on 31 March 2026
Expires on 31 March 2033
|
Nil
|
|
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:
|
15/4/2024
|
Contact name:
|
Jonathan
Cathie
|
Telephone number:
|
+44 (0) 207 653
0290
|
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.