REG - Libertine Holdings - Form 8 (OPD) (Libertine Holdings plc)

Libertine HoldingsAnnouncement

03/05/2024 07:00

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RNS Number : 0866N  Libertine Holdings PLC  03 May 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:                                                     Libertine Holdings 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  Libertine Holdings plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         2 May 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:                                          Ordinary Shares of £0.001 each

                                                                      Interests           Short positions

                                                                      Number    %         Number    %
 (1) Relevant securities owned and/or controlled:                     Nil       0         Nil       0
 (2) Cash-settled derivatives:                                        Nil       0         Nil       0

 (3) Stock-settled derivatives (including options) and agreements to  Nil       0         Nil       0
 purchase/sell:
                                                                      Nil       0         Nil       0

      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:

 (a)  Interests in Libertine Holdings plc's ordinary shares in which the
 directors of Libertine Holdings plc are interested (including their close
 relatives and related trusts):

Class of relevant securities:  Ordinary Shares of £0.001 each
 Director                       Number of Libertine Holdings plc's ordinary shares held  Percentage of total issued share capital (excluding shares under option)*
 Samuel Cockerill**             14,245,000                                               10.23%
 Gareth Hague                   100,000                                                  0.07%
 Douglas Montgomery             2,119,590                                                1.52%
 Keith Jackson                  50,000                                                   0.04%
 Peter Wright                   78,071                                                   0.06%

 

 *Percentages have been rounded

 **The holdings of Samuel Cockerill are split between his personal holding
 (12,400,000) and his investment vehicle, Sam Cockerill Limited (1,845,000)

 (b)  Options over Libertine Holdings plc's ordinary shares held by the
 directors of Libertine Holdings plc and their close relatives and related
 trusts

 (i)  Options and awards held by Samuel Cockerill

Date of award     Number of shares  Exercise price  Exercise period/vesting date
 13 December 2021  1,125,000         £0.02           Vested 23 December 2021.  Unexercised options lapse 10 years from grant date.
 22 February 2023  1,166,500         £0.001          Vesting date -31 March 2025. 50% exercisable from 31 March 2025 and remaining
                           50% exercisable from 31 March 2026.  Unexercised options lapse 10 years from
                           grant date.

 

 (ii)  Options and awards held by Gareth Hague

Date of award     Number of shares  Exercise price  Exercise period/vesting date
 13 December 2021  1,655,000         £0.02           Vested 23 December 2021.  Unexercised options lapse 10 years from grant date.
 22 February 2023  1,112,000         £0.001          Vesting date -31 March 2025. 50% exercisable from 31 March 2025 and remaining
                           50% exercisable from 31 March 2026.  Unexercised options lapse 10 years from
                           grant date.

 

 (iii)  Options and awards held by Keith Jackson

Date of award    Number of shares  Exercise price  Exercise period/vesting date
 7December 2021  1,195,000         £0.02           Vested 23 December 2021.  Unexercised options lapse 10 years from grant date.

 

 (c)  Interests in Libertine Holdings plc's ordinary shares in which other
 concert party members are interested:

Class of relevant securities:  Ordinary shares of £0.001 each
 Name                           Number of Libertine Holdings plc's ordinary shares held  Percentage of total issued share capital (excluding shares under option)*
 Providence Holdings Limited**  15,402,830                                               11.06%
 Sarah Jayne Haynes             2,340,000                                                1.68%
 Edward Watson Haynes           240,000                                                  0.17%
 Watson Haynes Limited          880,770                                                  0.63%

 

 *Percentages have been rounded

 **Providence Holdings Limited is a Company of which Samuel Cockerill is a
 director.  The beneficial owners of Providence Holdings Limited are Pamela
 Cockerill and Martin Cockerill.

 These parties are deemed to be acting in concert with each other for the
 purposes of the City Code.

 

*Percentages have been rounded

 

**The holdings of Samuel Cockerill are split between his personal holding
(12,400,000) and his investment vehicle, Sam Cockerill Limited (1,845,000)

 

(b)  Options over Libertine Holdings plc's ordinary shares held by the
directors of Libertine Holdings plc and their close relatives and related
trusts

 

(i)  Options and awards held by Samuel Cockerill

 Date of award     Number of shares  Exercise price  Exercise period/vesting date
 13 December 2021  1,125,000         £0.02           Vested 23 December 2021.  Unexercised options lapse 10 years from grant date.
 22 February 2023  1,166,500         £0.001          Vesting date -31 March 2025. 50% exercisable from 31 March 2025 and remaining
                                                     50% exercisable from 31 March 2026.  Unexercised options lapse 10 years from
                                                     grant date.

 

(ii)  Options and awards held by Gareth Hague

 Date of award     Number of shares  Exercise price  Exercise period/vesting date
 13 December 2021  1,655,000         £0.02           Vested 23 December 2021.  Unexercised options lapse 10 years from grant date.
 22 February 2023  1,112,000         £0.001          Vesting date -31 March 2025. 50% exercisable from 31 March 2025 and remaining
                                                     50% exercisable from 31 March 2026.  Unexercised options lapse 10 years from
                                                     grant date.

 

(iii)  Options and awards held by Keith Jackson

 Date of award    Number of shares  Exercise price  Exercise period/vesting date
 7 December 2021  1,195,000         £0.02           Vested 23 December 2021.  Unexercised options lapse 10 years from grant date.

 

 

 

(c)  Interests in Libertine Holdings plc's ordinary shares in which other
concert party members are interested:

 

 Class of relevant securities:  Ordinary shares of £0.001 each
 Name                           Number of Libertine Holdings plc's ordinary shares held  Percentage of total issued share capital (excluding shares under option)*
 Providence Holdings Limited**  15,402,830                                               11.06%
 Sarah Jayne Haynes             2,340,000                                                1.68%
 Edward Watson Haynes           240,000                                                  0.17%
 Watson Haynes Limited          880,770                                                  0.63%

 

*Percentages have been rounded

**Providence Holdings Limited is a Company of which Samuel Cockerill is a
director.  The beneficial owners of Providence Holdings Limited are Pamela
Cockerill and Martin Cockerill.

 

These parties are deemed to be acting in concert with each other for the
purposes of the City Code.

 

 

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:  3 May 2024
 Contact name:        Gareth Hague
 Telephone number:    0114 242 1161

 

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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