REG - British Honey Co. - Form 8 (OPD) - The British Honey Company plc

JZ Capital PartnersAnnouncement

27/10/2022 12:45

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RNS Number : 3604E  British Honey Company PLC (The)   27 October 2022

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:                                                     The British Honey Company 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  The British Honey Company 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 October 2022

      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:                                          GBP 0.1 Ordinary

                                                                      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  425,532*  2.47%*  Nil       -
 purchase/sell:
                                                                      425,532   2.47%   Nil       -

      TOTAL:

 

*Shares to be transferred to, and held by, a Jersey based trustee acting under
the sole discretion of The British Honey Company plc. Further information
available in the announcement released by The British Honey Company on 30
September 2022.

 

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 £0.10 each ("Ordinary Shares") held by directors of
 The British Honey Company plc or connected advisers and their close relatives
 and related trusts (excluding the options and awards set out below):

Name                  Number of Ordinary Shares held  % of Ordinary Shares held
 "Sophie" Guifang Luo  198,020*                        1.15%
 FinnCap Ltd           285                             0.001%

 

 *combined shareholding of 198,020 Ordinary Shares through her personal
 holdings (49,505) along with holdings held by her son Di Wu (148,515)

  (B) Options held by directors of The British Honey Company plc in The
 British Honey Company plc shares

            Granted  Total number of Ordinary Shares  Exercise Price  Vest Date      Expiry Date
 "Sophie" Guifang Luo*  100,000  100,000                          110p            18 March 2020  18 March 2023

 

 (C) Warrants in respect of Ordinary Shares by a Connected Adviser

Name                               Conversion  Number of warrants held

                   Price
 Stanford Capital Partners Limited  110p        182,099
 Stanford Capital Partners Limited  110p        138,055

 

 Note:

 the 182,099 warrants held by Stanford Capital Partners Limited have a grant
 date of 16/03/2020 and an expiry date of 16/03/2025

 the 138,055 warrants held by Stanford Capital Partners Limited have a grant
 date of 24/02/2021 and an expiry date of 24/02/2026

 All warrants held are convertible on a one for one basis.

 

*combined shareholding of 198,020 Ordinary Shares through her personal
holdings (49,505) along with holdings held by her son Di Wu (148,515)

 

 (B) Options held by directors of The British Honey Company plc in The
British Honey Company plc shares

 

                        Granted  Total number of Ordinary Shares  Exercise Price  Vest Date      Expiry Date
 "Sophie" Guifang Luo*  100,000  100,000                          110p            18 March 2020  18 March 2023

 

 

 

(C) Warrants in respect of Ordinary Shares by a Connected Adviser

 

 Name                               Conversion  Number of warrants held

                                    Price
 Stanford Capital Partners Limited  110p        182,099
 Stanford Capital Partners Limited  110p        138,055

 

Note:

 

the 182,099 warrants held by Stanford Capital Partners Limited have a grant
date of 16/03/2020 and an expiry date of 16/03/2025

 

the 138,055 warrants held by Stanford Capital Partners Limited have a grant
date of 24/02/2021 and an expiry date of 24/02/2026

 

All warrants held are convertible on a one for one basis.

 

 

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)  YES
 Supplemental Form 8 (SBL)             NO

 

 

 Date of disclosure:  27 October 2022
 Contact name:        Mark Jones, Chief Executive Officer
 Telephone number:    07834308413

 

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) .

 

 

 

 

 

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

 

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS,
AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

 

 

1.         KEY INFORMATION

 

 Full name of person making disclosure:                                The British Honey Company plc
 Name of offeror/offeree in relation to whose relevant securities the  The British Honey Company plc
 disclosure relates:

 

2.         STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

 

 Class of relevant security  Product description e.g. call option  Written or purchased  Number of securities to which option or derivative relates  Exercise price per unit  Type                           Expiry date

                                                                                                                                                                              e.g. American, European etc.

 

3.         AGREEMENTS TO PURCHASE OR SELL ETC.

 

 Full details should be given so that the nature of the interest or position
 can be fully understood:

 425,532 Ordinary Shares to be transferred to, and held by, a Jersey based
 trustee acting under the sole discretion of The British Honey Company plc.
 Further information available in the announcement released by The British
 Honey Company on 30 September 2022.

 

 

 

 

 

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