REG - Gresham Technologies - Form 8 (OPD) - Gresham Technologies Plc
15/04/2024 17:45
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RNS Number : 6969K Gresham Technologies PLC 15 April 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: GRESHAM TECHNOLOGIES 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 GRESHAM TECHNOLOGIES PLC
relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held: 15/4/2024
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:
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: Nil
Details, including nature of the rights concerned and relevant percentages: Nil
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) Ordinary shares of £0.05 each in the capital of Gresham Technologies
plc ("Ordinary Shares") held by the directors of Gresham Technologies plc,
their close relatives and related trusts (excluding options which are set out
in (b) below:
Director Number of Ordinary Shares Percentage of issued share capital
Ian Manocha 166,640 0.20
Thomas Mullan 76,054 0.09
Andrew Balchin 17,608 0.02
Jennifer Knott 31,250 0.04
Oliver Scott 155,434 0.19
(b) Options and awards held by the directors of Gresham Technologies plc,
their close relatives and related trusts:
Director Number of Ordinary Shares under option Vesting details Exercise Price
Ian Manocha 1,500,000 Granted on 1 June 2015 £1.11
Vested on 31 May 2018
Expires on 29 May 2025
104,008 Granted on 18 March 2020 Nil
Vested on 18 March 2023
Expires on 18 March 2030
Up to 174,944 Granted on 31 March 2022 Nil
Vesting on 31 March 2025
Expires on 31 March 2032
Up to 135,000 Granted on 21 October 2021 Nil
Vesting on 20 October 2024
Expires on 19 October 2031
Up to 68,000 Granted on 21 October 2021 Nil
Vesting on 20 October 2024
Expires on 19 October 2031
Up to 197,185 Granted on 31 March 2023 Nil
Vesting on 31 March 2026
Expires on 31 March 2033
Thomas Mullan 200,000 Granted on 14 March 2018 £2.27
Vested on 13 March 2021
Expires on 11 March 2028
100,000 Granted on 28 March 2019 £0.97
Vested on 27 March 2022
Expires on 25 March 2029
67,532 Granted on 18 March 2020 Nil
Vested on 18 March 2023
Expires on 18 March 2030
Up to 107,736 Granted on 31 March 2022 Nil
Vesting on 31 March 2025
Expires on 31 March 2032
Up to 75,000 Granted on 21 October 2021 Nil
Vesting on 20 October 2024
Expires on 19 October 2031
Up to 118,919 Granted on 31 March 2023 Nil
Vesting on 31 March 2026
Expires on 31 March 2033
(b) Options and awards held by the directors of Gresham Technologies plc,
their close relatives and related trusts:
Director Number of Ordinary Shares under option Vesting details Exercise Price
Ian Manocha 1,500,000 Granted on 1 June 2015 £1.11
Vested on 31 May 2018
Expires on 29 May 2025
104,008 Granted on 18 March 2020 Nil
Vested on 18 March 2023
Expires on 18 March 2030
Up to 174,944 Granted on 31 March 2022 Nil
Vesting on 31 March 2025
Expires on 31 March 2032
Up to 135,000 Granted on 21 October 2021 Nil
Vesting on 20 October 2024
Expires on 19 October 2031
Up to 68,000 Granted on 21 October 2021 Nil
Vesting on 20 October 2024
Expires on 19 October 2031
Up to 197,185 Granted on 31 March 2023 Nil
Vesting on 31 March 2026
Expires on 31 March 2033
Thomas Mullan 200,000 Granted on 14 March 2018 £2.27
Vested on 13 March 2021
Expires on 11 March 2028
100,000 Granted on 28 March 2019 £0.97
Vested on 27 March 2022
Expires on 25 March 2029
67,532 Granted on 18 March 2020 Nil
Vested on 18 March 2023
Expires on 18 March 2030
Up to 107,736 Granted on 31 March 2022 Nil
Vesting on 31 March 2025
Expires on 31 March 2032
Up to 75,000 Granted on 21 October 2021 Nil
Vesting on 20 October 2024
Expires on 19 October 2031
Up to 118,919 Granted on 31 March 2023 Nil
Vesting on 31 March 2026
Expires on 31 March 2033
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: 15/4/2024
Contact name: Jonathan Cathie
Telephone number: +44 (0) 207 653 0290
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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