REG - Kondor AI PLC Ora Technology PLC - Form 8 (OPD) Kondor AI plc

Bodhtree ConsultingAnnouncement

09/09/2024 14:00

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RNS Number : 4518D  Kondor AI PLC  09 September 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:                                                     Kondor AI 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  Ora Technology plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEROR
 (e) Date position held:                                                         6 September 2024

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          Yes - Kondor AI plc
 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 0.1p shares

                                                                      GB00BP4YBY34
                                                                      Interests       Short positions

                                                                      Number  %       Number    %
 (1) Relevant securities owned and/or controlled:                     Nil     -       Nil       -
 (2) Cash-settled derivatives:                                        Nil     -       Nil       -

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

      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:

Class of relevant security:

 Ordinary 0.1p shares

 GB00BP4YBY34
 Interest
 Name                                                                           Total number of Shares  Percentage of existing issued share capital
 Toro Consulting Ltd (company owned by Jonathan Bixby)

                                         12,000,000              5.81%
 First Sentinel Corporate Finance Ltd                                           3,000,000               1.45%
 Brian Stockbridge (director of First Sentinel Corporate Finance Ltd)           10,000,000              4.84%
 Clear Capital Markets Ltd                                                      1,000,000               0.48%
 Alpha Capital Group Ltd (company controlled by Andrew Blaylock, director of                            2.90%
 Clear Capital Markets Ltd)

                                         6,000,000
 AB Trading and Investing Ltd (company owned by Andrew Blaylock, director of                            2.18%
 Clear Capital Markets Ltd)

                                         4,500,000

 BRoberts Equity Trading Ltd (company owned by Bob Roberts, director of Clear                          0.48%
 Capital Markets Ltd)

                                         1,000,000
 DPellard Consulting Ltd (company owned by Daniel Pellard director of Clear                            0.48%
 Capital Markets Ltd)

                                         1,000,000
 Total                                                                          38,500,000              18.63%

 

Class of relevant security:

 Warrants Ordinary 0.1p shares

 Exercise price 1p
 Warrants
 Warrant holder                        Number of warrants  Strike price  Issue date   Expiration date
 First Sentinel Corporate Finance Ltd  3,000,000           £0.01         22-Jun-2023  20-Jul-2026

 Class of relevant security:

 Warrants Ordinary 0.1p shares

 Exercise price 2p
 Warrants
 Warrant holder                        Number of warrants  Strike price  Issue date   Expiration date
 Clear Capital Markets Ltd             2,897,620           £0.02         20-Jul-2023  20-Jul-2026

 

 

 Class of relevant security:

 Warrants Ordinary 0.1p shares

 Exercise price 1p
 Warrants
 Warrant holder                        Number of warrants  Strike price  Issue date   Expiration date
 First Sentinel Corporate Finance Ltd  3,000,000           £0.01         22-Jun-2023  20-Jul-2026

 Class of relevant security:

 Warrants Ordinary 0.1p shares

 Exercise price 2p
 Warrants
 Warrant holder                        Number of warrants  Strike price  Issue date   Expiration date
 Clear Capital Markets Ltd             2,897,620           £0.02         20-Jul-2023  20-Jul-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:  9 September 2024
 Contact name:        Benjamin Sampson
 Telephone number:    +44 7545 467024

 

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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