REG - Checkit PLC - Form 8 (OPD) - Checkit plc

CheckitAnnouncement

14/02/2025 11:30

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RNS Number : 2104X  Checkit PLC  14 February 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:                                                     Checkit 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  Checkit plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                Offeror
 (e) Date position held:                                                         14 February 2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          No
 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:

                                                                      Interests      Short positions

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

 (3) Stock-settled derivatives (including options) and agreements to  Nil     Nil    Nil       Nil
 purchase/sell:
                                                                      Nil     Nil    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:   None
 Details, including nature of the rights concerned and relevant percentages:  None

 

 

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 directors of Checkit plc and their close relatives and
 related trusts

Name                                                                          Number of shares  Percentage of total issued share capital of Checkit plc

 Keith Daley (13,000,000 held by Lawshare Nominees Limited and 8,797,504 held  21,797,504        20.18%
 by Interactive Investor Services Nominees Limited)

 Christopher Kyte (59,111 held by IG and 108,685 held by Freetrade)            167,872           0.16%

 Alexandra Curran                                                              1,600             0.001%

 

 (B) Interests held by directors of Checkit plc under its Enterprise Management
 Incentive Plan approved in May 2020 and its Company Share Option Plan adopted
 in March 2022

Name              Number of shares (under option)  Vesting date                                                                     Expiry date       Exercise price (per share)
 Christopher Kyte  4,000,000                        The options are subject to the achievement of performance targets and will       30 November 2029  5p
                           vest in four increasing tranches. The vesting date for the first tranche of
                           options will be 10 business days after the publication of the audited
                           consolidated accounts of the Group for the Financial Year ending 31 January
                           2026 ("FY26") or, in the Board's absolute discretion, 10 business days after
                           the publication of the interim accounts for the Group to 31 July 2026. The
                           vesting date for the other three tranches shall follow the same pattern as the
                           first tranche (i.e. the vesting date for the second tranche shall be 10
                           business days after the publication of the audited consolidated accounts of
                           the Group for the Financial Year ending 31 January 2027. Each tranche shall
                           only vest subject to 'Rule of 40 Targets', 'L/EBIT Targets' and 'Share Price
                           Targets'.
 Christopher Kyte  500,000                          9 January 2026                                                                   9 January 2033    23p
 Christopher Kyte  1,250,000                        12 March 2027                                                                    12 March 2037     20p

 

 

(B) Interests held by directors of Checkit plc under its Enterprise Management
Incentive Plan approved in May 2020 and its Company Share Option Plan adopted
in March 2022

 

 

 Name              Number of shares (under option)  Vesting date                                                                     Expiry date       Exercise price (per share)
 Christopher Kyte  4,000,000                        The options are subject to the achievement of performance targets and will       30 November 2029  5p
                                                    vest in four increasing tranches. The vesting date for the first tranche of
                                                    options will be 10 business days after the publication of the audited
                                                    consolidated accounts of the Group for the Financial Year ending 31 January
                                                    2026 ("FY26") or, in the Board's absolute discretion, 10 business days after
                                                    the publication of the interim accounts for the Group to 31 July 2026. The
                                                    vesting date for the other three tranches shall follow the same pattern as the
                                                    first tranche (i.e. the vesting date for the second tranche shall be 10
                                                    business days after the publication of the audited consolidated accounts of
                                                    the Group for the Financial Year ending 31 January 2027. Each tranche shall
                                                    only vest subject to 'Rule of 40 Targets', 'L/EBIT Targets' and 'Share Price
                                                    Targets'.
 Christopher Kyte  500,000                          9 January 2026                                                                   9 January 2033    23p
 Christopher Kyte  1,250,000                        12 March 2027                                                                    12 March 2037     20p

 

 

 

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:  14 February 2025
 Contact name:        Hugh Wooster
 Telephone number:    0755354180

 

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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