REG - Audioboom Group PLC - Form 8 (OPD) (Audioboom Group plc)

AudioboomAnnouncement

30/07/2021 07:05

RNS Number : 9871G
  
Audioboom Group PLC
  
30 July 2021
  
 

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:


AUDIOBOOM GROUP 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.








(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
     Use a separate form for each offeror/offeree


AUDIOBOOM GROUP PLC




(d) Is the discloser the offeror or the offeree?


OFFEREE




(e) Date position held:
     The latest practicable date prior to the disclosure


29 JULY 2021




(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:
 


Ordinary shares of no par value




 
 


Interests


Short positions




Number


%


Number


%




(1) Relevant securities owned and/or controlled:




















(2) Cash-settled derivatives:
 




















(3) Stock-settled derivatives (including options) and agreements to purchase/sell:




















 
     TOTAL:


N/A















 
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)  Beneficial holdings of the Directors of Audioboom Group plc (including their close relatives) in its ordinary shares of no par value each 



Name


Number of ordinary shares held


% of voting share capital




Michael Tobin


310,042


1.98%




Stuart Last


14,417


0.09%




Brad Clarke


-


-




Roger Maddock(1)


386,461


2.46%




Steven Smith


4,764


0.03%



 
(1)        Included in Roger Maddock's holding are 40,000 ordinary shares in Audioboom Group plc held by the Preston Trust. The Preston Trust is a discretionary trust for the benefit of Roger Maddock's children and grandchildren. Roger Maddock is the settlor, the trustees are Curatus Trust Company (Mauritius) Limited, the protector is Attendus S.A and the trust structure is administered by Attendus Trust Company AG. 
 
(b) Beneficial holdings of the directors of Audioboom Group plc in rights to subscribe for shares in Audioboom Group plc
Warrants to subscribe for ordinary shares in Audioboom Group plc:



Name


Date of grant 


Exercise price (p)


Expiry Date


Number outstanding




Michael Tobin


1 September 2018
1 September 2018
1 September 2018
14 June 2019
13 January 2020
8 December 2020


£1.30
£3.30
£5.30
£3.30
£3.30
£3.30


1 September 2023
12 October 2026*
25 November  2026** 
14 June 2024 
13 January 2025
8 December 2025


100,000
100,000
100,000
12,500
21,875
15,625



 
* These 100,000 warrants have vested but are only exercisable from 12 October 2021 or on a change of control.
 
** These 100,000 warrants have vested but are only exercisable from 25 November 2021 or on a change of control.
 
Options over ordinary shares in Audioboom Group plc:



Name


Plan


Date of grant


Option price (p)


Expiry Date


Number outstanding




Stuart Last


Employee Share Option Plan****


24 September 2015
9 March 2016
8 May 2017
20 March 2019
20 December 2019
19 March 2021


£4.125
£3.125
£2.185
£1.30
£2.075
£4.45


24 September 2025
9 March 2026
8 May 2027
20 March 2029
20 December 2029
19 March 2031


10,660
7,000
52,340
90,000
90,000
50,000
 




Brad Clarke


Employee Share Option Plan****


1 September 2018
20 March 2019
19 March 2021


£2.40
£1.30
£4.45


1 September 2028
20 March 2029
19 March 2031


65,000
120,000
50,000



 
**** The vesting of certain of these options is subject to performance conditions relating to the Company's performance in terms of revenue and EBITDA metrics against budget. These options vest and are exercisable on a change of control.
 
 
 (c)  Interests of persons acting in concert with Audioboom Group plc (in addition to those set out in (a) above) in the ordinary shares of no par value each in Audioboom Group plc



Name


Number of ordinary shares held


% of voting share capital




n/a











 
(d)  Interest of total Concert Party in ordinary shares of no par value each in Audioboom Group plc 



Holder


Number of ordinary shares held


% of voting share capital




Total Concert Party


715,684


4.56%



 
(d)  Interests of connected advisers 
Allenby Capital Limited - 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:


27 July 2021




Contact name:


Brad Clarke




Telephone number:


+44 (0)300 303 3765



 
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.
 

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