REG - Kitwave Group PLC - Kitwave Group plc - Form 8 (OPD)

KitwaveAnnouncement

27/01/2026 08:30

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RNS Number : 5269Q  Kitwave Group PLC  27 January 2026

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:                                                     Kitwave 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  Kitwave 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 January 2026

      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:                                          1p ordinary

                                                                      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:   None
 Details, including nature of the rights concerned and relevant percentages:  None

 

 

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:

 Interests held by the directors of Kitwave Group plc and their close
 relatives:

Director              Number of Ordinary Shares held  Percentage of total issued share capital (%)
 Benjamin Maxted((1))  2,101,430                       2.51%
 David Brind((2))      2,246,818                       2.68 %
 Total                 4,348,248                       5.19%

(1)      1,040,456 of these Ordinary Shares are held in the name of a
 spouse.

 (2)      766,093 of these Ordinary shares are held in the name of a
 spouse.

 Options over shares held by directors of Kitwave Group plc:

Name             Share Plan under which award was granted  No. of ordinary shares in Kitwave subject to award  Date of grant  Exercise price  Vesting date(s)  Expiry date(s)
 Benjamin Maxted  LTIP 2023                                 50,000                                              16-03-23       Nil             15-03-2026       16-03-33
          LTIP 2024                                 116,000                                             03-04-24       Nil             02-04-2027       03-04-34
          LTIP 2025                                 158,000                                             08-04-25       Nil             07-04-2028       08-04-35
 David Brind      LTIP 2023                                 50,000                                              16-03-23       Nil             15-03-2026       16-03-33
          LTIP 2024                                 86,000                                              03-04-24       Nil             02-04-2027       03-04-34
          LTIP 2025                                 120,000                                             08-04-25       Nil             07-04-2028       08-04-35

 

 Rights to subscribe:

 Canaccord Genuity Limited holds a warrant which entitles it to subscribe for
 142,222 Ordinary Shares of £0.01 par value in Kitwave Group plc at an
 exercise price of £1.50 per share, pursuant to a warrant deed dated 6 May
 2021. The warrant has an expiry date of 24 May 2026.

(1)      1,040,456 of these Ordinary Shares are held in the name of a
spouse.

(2)      766,093 of these Ordinary shares are held in the name of a
spouse.

 

Options over shares held by directors of Kitwave Group plc:

 

 Name             Share Plan under which award was granted  No. of ordinary shares in Kitwave subject to award  Date of grant  Exercise price  Vesting date(s)  Expiry date(s)
 Benjamin Maxted  LTIP 2023                                 50,000                                              16-03-23       Nil             15-03-2026       16-03-33
                  LTIP 2024                                 116,000                                             03-04-24       Nil             02-04-2027       03-04-34
                  LTIP 2025                                 158,000                                             08-04-25       Nil             07-04-2028       08-04-35
 David Brind      LTIP 2023                                 50,000                                              16-03-23       Nil             15-03-2026       16-03-33
                  LTIP 2024                                 86,000                                              03-04-24       Nil             02-04-2027       03-04-34
                  LTIP 2025                                 120,000                                             08-04-25       Nil             07-04-2028       08-04-35

 

Rights to subscribe:

 

Canaccord Genuity Limited holds a warrant which entitles it to subscribe for
142,222 Ordinary Shares of £0.01 par value in Kitwave Group plc at an
exercise price of £1.50 per share, pursuant to a warrant deed dated 6 May
2021. The warrant has an expiry date of 24 May 2026.

 

 

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 January 2026
 Contact name:        David Brind
 Telephone number:    +44 (0) 191 238 0400

 

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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