REG - Kinovo PLC - Form 8 OPD - Kinovo PLC

KinovoAnnouncement

22/05/2025 15:30

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RNS Number : 8497J  Kinovo PLC  22 May 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:                                                     Kinovo 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  Kinovo plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                Offeree
 (e) Date position held:                                                         20 May 2025

      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 10p each

                                                                      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:   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:

 (a)  Interests held by the directors of Kinovo plc, their close relatives and
 related trusts:

Shareholder                      No. of ordinary shares of 10p each in Kinovo plc  Percentage of total issued share capital (to two decimal places)
 David Bullen
 David Bullen                     1,122,262                                         4.91%
 Emma Bullen(1)                   271,272
 David Bullen(2)                  1,664,286
 David Bullen(3)                  54,568
 Total                            3,112,388
 Clive Lovett
 Clive Lovett                     405,668                                           1.67%
 Emily Lovett(4)                  184,827
 Clive Lovett(5)                  414,286
 Clive Lovett(6)                  54,568
 Total                            1,059,349
 Sangita Shah
 Odyssean Enterprises Limited(7)  926,221                                           1.57%
 Philip Dembo(8)                  19,048
 Sangita Shah and Philip Dembo    28,104
 Sangita Shah                     25,862
 Total                            999,235
 Grand total                      5,170,972                                         8.16%

1.   Wife of David Bullen.

 2.   Shares issued under Kinovo plc's Joint Share Ownership Plan (JSOP).

 3.   Shares issued under Kinovo plc's Share Incentive Plan (SIP). If the SIP
 participant ceases Relevant Employment (as defined in the SIP rules), then the
 participant must transfer all their matching shares subject to vesting to the
 trustee (or other person directed by the company) for nil consideration.

 4.   Wife of Clive Lovett.

 5.   Same as 2 above.

 6.   Same as 3 above.

 7.   Company owned by Sangita Shah.

 8.   Husband of Sangita Shah.

 (b)  Options held by directors of Kinovo plc:

Name          Number of ordinary shares subject to option  Date of grant  Date of vesting  Exercise Price  Expiry date
 CSOP(1)
 David Bullen  85,714                                       5 March 2021   5 March 2024     35p             5 March 2031
 Clive Lovett  85,714                                       5 March 2021   5 March 2024     35p             5 March 2031
 Total         171,428                                      -              -                -               -

1.   Options issued under the CSOP.

1.   Wife of David Bullen.

2.   Shares issued under Kinovo plc's Joint Share Ownership Plan (JSOP).

3.   Shares issued under Kinovo plc's Share Incentive Plan (SIP). If the SIP
participant ceases Relevant Employment (as defined in the SIP rules), then the
participant must transfer all their matching shares subject to vesting to the
trustee (or other person directed by the company) for nil consideration.

4.   Wife of Clive Lovett.

5.   Same as 2 above.

6.   Same as 3 above.

7.   Company owned by Sangita Shah.

8.   Husband of Sangita Shah.

 

(b)  Options held by directors of Kinovo plc:

 

 Name          Number of ordinary shares subject to option  Date of grant  Date of vesting  Exercise Price  Expiry date
 CSOP(1)
 David Bullen  85,714                                       5 March 2021   5 March 2024     35p             5 March 2031
 Clive Lovett  85,714                                       5 March 2021   5 March 2024     35p             5 March 2031
 Total         171,428                                      -              -                -               -

1.   Options issued under the CSOP.

 

 

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:  21 May 2025
 Contact name:        Clive Lovett
 Telephone number:    020 4548 4562

 

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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