REG - Highcroft Invs PLC - FORM 8 (OPD) Highcroft Investments PLC

Highcroft InvestmentsAnnouncement

04/04/2025 08:15

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RNS Number : 5836D  Highcroft Investments PLC  04 April 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:                                                     Highcroft Investments 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  Highcroft Investments PLC
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         3 April 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:                                          ORD 25p

                                                                      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:   None
 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:

 Shareholdings of ordinary shares by directors of Highcroft Investments PLC:

Name           Number of ordinary shares held  % of total issued share capital
 Douglas Conn   145,838                         2.80%
 Roberta Miles  24,181                          0.46%

 

 Shareholdings of entities connected to directors of Highcroft Investments PLC:

Name                                       Number of ordinary shares held                                     % of total issued share capital
 Cosmic Securities Limited                                              330,126                                6.34%
 Michael Conn                                                           167,663                                3.22%
 1st Country Pension Scheme                                             145,748                                2.80%
 Hadassa Conn                                                           142,011                                2.73%
 Trustees of Esher House Charitable Trust                               127,050                                2.44%
 Trustees of 2nd Country Retirement Scheme                                93,700                               1.80%
 Nicole Weisz                                                             69,000                               1.33%
 Stewart and Wight Limited                                                51,461                               0.99%
 The Michael Trust                                                        26,550                               0.51%
 Joshua Conn                                16,993                                                             0.33%
 Nathan Conn                                2,707                                                              0.05%
 Louisa Conn                                1,200                                                              0.02%

 

 The parties disclosed in the table above are connected to Douglas Conn, a
 Director of Highcroft Investments PLC, as close relatives, related trusts or
 companies in which Douglas Conn is a director along with his close relatives.

 

Shareholdings of entities connected to directors of Highcroft Investments PLC:

 Name                                       Number of ordinary shares held                                     % of total issued share capital
 Cosmic Securities Limited                                              330,126                                6.34%
 Michael Conn                                                           167,663                                3.22%
 1st Country Pension Scheme                                             145,748                                2.80%
 Hadassa Conn                                                           142,011                                2.73%
 Trustees of Esher House Charitable Trust                               127,050                                2.44%
 Trustees of 2nd Country Retirement Scheme                                93,700                               1.80%
 Nicole Weisz                                                             69,000                               1.33%
 Stewart and Wight Limited                                                51,461                               0.99%
 The Michael Trust                                                        26,550                               0.51%
 Joshua Conn                                16,993                                                             0.33%
 Nathan Conn                                2,707                                                              0.05%
 Louisa Conn                                1,200                                                              0.02%

 

The parties disclosed in the table above are connected to Douglas Conn, a
Director of Highcroft Investments PLC, as close relatives, related trusts or
companies in which Douglas Conn is a director along with his close relatives.

 

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:  4 April 2025
 Contact name:        Roberta Miles
 Telephone number:    +44 (0) 1869 352766

 

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
(https://url.avanan.click/v2/r02/___http:/www.thetakeoverpanel.org.uk___.YXAxZTpzaG9yZWNhcDphOm86YWRiODM1NjgyODQyOTA2YTM4YmFkOTU5Y2YxYzY0ZDk6NzpiNjU0OmYyMWU1NDhiY2U4YjM0NTlmZDM1MDI2MGY2Y2UwYTRiNWU0ZjYzNTIwM2ZjZTJlMTg1MzE3NjgwY2I0OGNjZTM6cDpGOk4)
.

 

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