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 
                                                                                     --------      -------------  --- 
 
   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 
                       -------------- 
 

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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