REG - Pod Point Group Hdgs - Form 8 (OPD) Pod Point Group Holdings Plc

Pod Point groupAnnouncement

08/05/2025 12:45

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RNS Number : 9219H  Pod Point Group Holdings PLC  08 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:                                                     Pod Point Group Holdings PLC ("Pod Point")
 (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  Pod Point Group 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:                                                         7 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:

                                                                      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:   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:

 Independent Pod Point directors and their connected persons

 (a) The following Independent Directors (as defined in the Rule 2.4
 Announcement dated 24 April 2025) of Pod Point and their connected persons
 have the interests in Pod Point Group Holdings PLC set out below:

Name                                                                Position                                   Number of ordinary shares  Percentage of Pod Point issued share capital (to two decimal places)
 Melanie Lane                                                        Chief Executive Officer                    400,000                    0.25

 (shares held by Liberum Wealth Account)
 Mike Killick                                                        Interim Chief Financial Officer            400,000                    0.25

 (shares held by Hargreaves Lansdown SIPP Income Drawdown account)
 Gareth Davis                                                        Independent Non-Executive Director         88,889                     0.06

 Andy Palmer                                                         Chair                                      128,778                    0.08

 (shares held by HSBC)
 Karen Myers                                                         Senior Independent Non-Executive Director  25,778                     0.02

 Margaret Amos                                                       Independent Non-Executive Director         4,444                      0.00

 (shares held by Halifax Share Account)
 Erika Schraner                                                      Independent Non-Executive Director         25,778                     0.02

 Norma Dove-Edwin                                                    Independent Non-Executive Director         13,333                     0.01

 TOTAL                                                                                                          1,087,000                  0.69

 

 (b) The following Independent Directors of Pod Point have rights to the scheme
 interests set out below:

 Melanie Lane, Chief Executive Officer

Scheme under which granted  Number of ordinary shares in respect of which options granted  Date of grant  Exercise price per share (£)   Vesting date  Expiry / lapse date
 2024 LTIP                   1,000,000                                                      31/05/2024     Nil                            31 May 2027   31 May 2034
 2024 LTIP                   750,000                                                        31/05/2024     Nil                            31 May 2028   31 May 2034

 

(b) The following Independent Directors of Pod Point have rights to the scheme
interests set out below:

 

Melanie Lane, Chief Executive Officer

 

 Scheme under which granted  Number of ordinary shares in respect of which options granted  Date of grant  Exercise price per share (£)   Vesting date  Expiry / lapse date
 2024 LTIP                   1,000,000                                                      31/05/2024     Nil                            31 May 2027   31 May 2034
 2024 LTIP                   750,000                                                        31/05/2024     Nil                            31 May 2028   31 May 2034

 

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:  8 May 2025
 Contact name:        Anita Guernari

                      General Counsel & Company Secretary
 Telephone number:    +44 (0) 7961 842504

                      +44 (0) 20 7247 4114

 

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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