REG - Accrol Group Hldgs - Form 8 (OPD) Accrol Group Holdings plc

Accrol groupAnnouncement

08/04/2024 13:00

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RNS Number : 7069J  Accrol Group Holdings PLC  08 April 2024

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          N/A
 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.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  Accrol Group Holdings plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         5 April 2024

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures 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:                                          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  nil     0       nil       0
 purchase/sell:

                                                                      nil     0       nil       0

      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:

 (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**

( )

*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
(http://www.thetakeoverpanel.org.uk) .

 

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