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:
|
Accrol
Group 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
|
Accrol
Group Holdings plc
|
(d) Is the discloser the
offeror or the offeree?
|
OFFEREE
|
(e) Date position
held:
The latest practicable date
prior to the disclosure
|
5 April
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:
|
0.1p Ordinary
Shares
|
|
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:
|
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:
|
(a) Interests held by
the directors of Accrol Group Holdings plc, their close relatives
and related trusts (excluding share awards set out in (b)
below):
Name
|
Job Title
|
Number of ordinary
shares
|
Percentage of existing issued
share capital
|
Daniel
Wright
|
Chair
|
12,608,422
|
3.95
|
Gareth
Jenkins
|
CEO
|
903,737
|
0.28
|
Susan
Jenkins
|
PCA (Wife
of CEO)
|
3,612,071
|
1.13
|
*Daniel Wright holds
1,821,450 shares individually and holds 10,786,972 shares through
Gomrath Ltd.
(b) Options and awards
granted under Accrol Group Holdings plc's share plans held by the
directors of Accrol Group Holdings plc:
Name
|
Job Title
|
Share Plan
|
Date of
grant
|
Number of granted
options
|
Vesting
date
|
Exercise price (per
share)
|
Daniel
Wright
|
Chair
|
LTIP
|
24/02/2022
|
1,197,391
|
30/04/2024
|
0.1p
|
18/11/2022
|
1,153,098
|
30/04/2025
|
0.1p
|
05/02/2024
|
488,709
|
30/04/2026
|
0.1p
|
Gareth
Jenkins
|
CEO
|
24/02/2022
|
2,494,565
|
30/04/2024
|
0.1p
|
18/11/2022
|
2,402,287
|
30/04/2025
|
0.1p
|
05/02/2024
|
1,055,065
|
30/04/2026
|
0.1p
|
Christopher
Welsh
|
CFO
|
18/11/2022
|
650,407
|
30/04/2025
|
0.1p
|
04/04/2023
|
765,217
|
30/04/2024
|
0.1p
|
|
05/02/2024
|
401,700
|
30/04/2026
|
0.1p
|
(c) Interests held by
employee benefit trusts
None
(d) Ordinary shares of 0.1
pence each in Accrol Group Holdings plc held by connected advisers
of Accrol Group Holdings plc on a non-exempt
basis
Financial
adviser
|
Number of ordinary
shares
|
Number of
warrants
|
Zeus
Capital Limited
|
3,100,405* (0.97%)
|
2,790,361**
|
|
*This figure includes 905,943 shares owned by Richard Hughes,
the majority shareholder in Zeus Capital Limited
** Zeus Capital Investment
Limited (parent of Zeus Capital Limited) has a warrant with rights
to subscribe for 2,790,361 Ordinary Shares of 0.1p each at a price
of 100p per Ordinary Share. This warrant expires on 02 June
2026.
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:
|
8
April 2024
|
Contact name:
|
Christopher
Welsh
|
Telephone number:
|
+44 (0)1254 278
844
|
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.