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

AudioboomAnnouncement

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RNS Number : 5404D  Audioboom Group PLC  15 October 2025

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  AUDIOBOOM 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:                                                         15 OCTOBER 2025

      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:                                          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:
                                                                      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:

 (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       894,190                         4.98%
 Stuart Last         46,573                          0.26%
 Brad Clarke         5,000                           0.03%
 Roger Maddock((1))  397,812                         2.21%
 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

 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*  9 March 2016       £3.125            9 March 2026       7,000

                      8May 2017         £2.185            8 May 2027         50,340

                      20 March 2019      £1.30             20 March 2029      38,663

                      20 December 2019   £2.075            20 December 2029   90,000

                      19 March 2021      £4.45             19 March 2031      33,334

                      20 April 2023      £3.61             20 April 2033      60,000

                      30 April 2024      £2.40             30 April 2034      60,000

 Brad Clarke  Employee Share Option Plan*  1 September 2018   £2.40             1 September 2028   65,000

                      20 March 2019      £1.30             20 March 2029      95,000

                      19 March 2021      £4.45             19 March 2031      33,334

                      20 April 2023      £3.61             20 April 2033      60,000

                      30 April 2024      £2.40             30 April 2034      60,000

 

 * 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.

 

((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

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*  9 March 2016       £3.125            9 March 2026       7,000

                                           8 May 2017         £2.185            8 May 2027         50,340

                                           20 March 2019      £1.30             20 March 2029      38,663

                                           20 December 2019   £2.075            20 December 2029   90,000

                                           19 March 2021      £4.45             19 March 2031      33,334

                                           20 April 2023      £3.61             20 April 2033      60,000

                                           30 April 2024      £2.40             30 April 2034      60,000

 Brad Clarke  Employee Share Option Plan*  1 September 2018   £2.40             1 September 2028   65,000

                                           20 March 2019      £1.30             20 March 2029      95,000

                                           19 March 2021      £4.45             19 March 2031      33,334

                                           20 April 2023      £3.61             20 April 2033      60,000

                                           30 April 2024      £2.40             30 April 2034      60,000

 

* 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.

 

 

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 October 2025
 Contact name:        Brad Clarke
 Telephone number:    +44 (0)20 3714 4285

 

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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