REG - Finsbury Food Group Finsbury Food Group - Form 8 (OPD) Finsbury Food Group plc

Finsbury FoodAnnouncement

27/09/2023 15:45

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RNS Number : 8811N  Finsbury Food Group PLC  27 September 2023

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:                                                     Finsbury Food Group 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  Finsbury Food 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:                                                         26 September 2023

      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 £0.01 each

                                                                      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:

 

 Shares held by the directors of Finsbury Food Group Plc (held beneficially by
 them or their close relatives)
 Name                                                                          Number of Ordinary Shares of £0.01 each in the Offeree interested in   Percentage of total issued share capital (%) (excluding shares under option)
                                                                                                                                                      of the Offeree
 John Duffy                                                                    263,387                                                                0.20%
 Alice Duffy (a person closely associated with John Duffy) - direct holding    2,332,898                                                              1.79%
 Alice Duffy (a person closely associated with John Duffy) - indirectly via a  273,913                                                                0.21%
 Hargreaves Lansdowne ISA account
 Stephen Boyd                                                                  92,430                                                                 0.07%
 Nicola Boyd (a person closely associated with Stephen Boyd)                   1,280,057                                                              0.98%
 Peter Baker                                                                   96,817                                                                 0.07%
 Bob Beveridge                                                                 15,445                                                                 0.01%
 Marnie Millard                                                                9,701                                                                  0.01%

 

 Awards granted to the directors of Finsbury Food Group Plc outstanding
 Name          Date of Grant  Description of Award  Number of Ordinary Shares of £0.01 each subject to the outstanding awards   Exercise price (pence)  Earliest Exercise Date  Last Exercise Date
 John Duffy    04/12/2015     PSP                   655,614                                                                     Nil                     01/07/2020              04/12/2025
 John Duffy    28/10/2019     RSA                   512,195                                                                     Nil                     28/10/2022              28/10/2029
 John Duffy    28/10/2019     CSOP                  36,585                                                                      82.00p                  28/10/2022              28/10/2029
 John Duffy    28/10/2019     PSP                   379,876                                                                     Nil                     03/07/2024              28/10/2029
 John Duffy    22/10/2020     PSP                   705,888                                                                     Nil                     02/07/2025              22/10/2030
 John Duffy    01/11/2021     PSP                   468,608                                                                     Nil                     30/06/2026              01/11/2031
 John Duffy    03/11/2022     PSP                   641,970                                                                     Nil                     29/06/2027              03/11/2032
 Stephen Boyd  04/12/2015     PSP                   476,364                                                                     Nil                     01/07/2020              04/12/2025
 Stephen Boyd  28/10/2019     RSA                   358,780                                                                     Nil                     28/10/2022              28/10/2029
 Stephen Boyd  28/10/2019     CSOP                  36,585                                                                      82.00p                  28/10/2022              28/10/2029
 Stephen Boyd  28/10/2019     PSP                   266,094                                                                     Nil                     03/07/2024              28/10/2029
 Stephen Boyd  22/10/2020     PSP                   494,458                                                                     Nil                     02/07/2025              22/10/2030
 Stephen Boyd  01/11/2021     PSP                   328,249                                                                     Nil                     30/06/2026              01/11/2031
 Stephen Boyd  03/11/2022     PSP                   449,685                                                                     Nil                     29/06/2027              03/11/2032

 

 Shares held by persons acting in concert with Finsbury Food Group Plc
 Name                                        Number of Ordinary Shares of £0.01 each in the Offeree interested in   Percentage of total issued share capital (%) of the Offeree
 Finsbury Food Group Employee Benefit Trust  6,308,728                                                              4.84%

 

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 September 2023
 Contact name:        Laura Nuttall (ONE Advisory)
 Telephone number:    +44 (0)7887 511 184

 

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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