REG - Team Internet Group - Form 8 (OPD) - Team Internet Group plc

Team InternetAnnouncement

21/01/2025 11:45

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RNS Number : 1448U  Team Internet Group PLC  21 January 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:                                                     Team Internet 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  Team Internet 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:                                                         20 January 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:                                          £0.001 Ordinary Shares

                                                                      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:

 Team Internet Group Plc interests held by directors, including persons
 connected with directors of Team Internet Group Plc

Name of Director or connected person  Number of Team Internet Group plc Shares held  Percentage of total issued share capital (excluding treasury shares) (%)
 Inter.Services GmbH*                  32,000,000                                     12.73
 Erin Invest & Finance Ltd**           13,853,111                                     5.51
 Cleavebeam Limited**                  3,699,000                                      1.47
 Mr Michael Riedl                      3,100,787                                      1.23
 Jabella Group Limited**               2,711,668                                      1.08
 Mr Iain McDonald***                   697,615                                        0.28
 Ms Marie Holive                       25,252                                         0.01
 Mr William Green                      19,205                                         0.01

 

 * Horst Siffrin and his close relatives are the beneficial holders of
 Inter.Services GmbH

 ** The beneficial holders of Erin Invest & Finance Ltd are Samuel Dayani,
 a director of the Company, and his father. Jabella Group Limited and Clevebeam
 Limited are companies wholly owned inter alia, by Erin Invest & Finance.

 *** Of which 107,653 shares are held by Iain McDonald via a CFD

Name of Director or connected person  Number of Team Internet Group plc Shares held  Percentage of total issued share capital (excluding treasury shares) (%)
 Zeus Capital Limited                  901,643                                        0.36

 

 Interests held as options or awards by directors of Team Internet Group Plc in
 Team Internet Group Plc ordinary shares under the company's Long-Term
 Incentive Plan

Name of Director  Number of Team Internet Group plc Shares subject to options  Issue Date     Vesting Period               Exercise Price per Ordinary Share
 Michael Riedl     231,049                                                      10 March 2020  1 March 2023 - 1 March 2025  Nil
 Michael Riedl     1,046,540                                                    15 May 2023    15 May 2023 - 1 May 2026     Nil
 Michael Riedl     1,046,541                                                    15 May 2023    15 May 2023 - 1 May 2027     Nil
 Michael Riedl     1,046,541                                                    15 May 2023    15 May 2023 - 1 May 2028     Nil
 William Green     6,061                                                        7 March 2022   1 Jan 2023 - 1 Jan 2025      Nil
 William Green     400,000                                                      15 May 2023    15 May 2023 - 1 May 2026     Nil
 William Green     400,000                                                      15 May 2023    15 May 2023 - 1 May 2027     Nil
 William Green     400,000                                                      15 May 2023    15 May 2023 - 1 May 2028     Nil
 William Green     14,171                                                       15 May 2023    15 May 2023 - 1 May 2026     Nil

 

 

* Horst Siffrin and his close relatives are the beneficial holders of
Inter.Services GmbH

** The beneficial holders of Erin Invest & Finance Ltd are Samuel Dayani,
a director of the Company, and his father. Jabella Group Limited and Clevebeam
Limited are companies wholly owned inter alia, by Erin Invest & Finance.

*** Of which 107,653 shares are held by Iain McDonald via a CFD

 

 

 Name of Director or connected person  Number of Team Internet Group plc Shares held  Percentage of total issued share capital (excluding treasury shares) (%)
 Zeus Capital Limited                  901,643                                        0.36

 

 

Interests held as options or awards by directors of Team Internet Group Plc in
Team Internet Group Plc ordinary shares under the company's Long-Term
Incentive Plan

 

 Name of Director  Number of Team Internet Group plc Shares subject to options  Issue Date     Vesting Period               Exercise Price per Ordinary Share
 Michael Riedl     231,049                                                      10 March 2020  1 March 2023 - 1 March 2025  Nil
 Michael Riedl     1,046,540                                                    15 May 2023    15 May 2023 - 1 May 2026     Nil
 Michael Riedl     1,046,541                                                    15 May 2023    15 May 2023 - 1 May 2027     Nil
 Michael Riedl     1,046,541                                                    15 May 2023    15 May 2023 - 1 May 2028     Nil
 William Green     6,061                                                        7 March 2022   1 Jan 2023 - 1 Jan 2025      Nil
 William Green     400,000                                                      15 May 2023    15 May 2023 - 1 May 2026     Nil
 William Green     400,000                                                      15 May 2023    15 May 2023 - 1 May 2027     Nil
 William Green     400,000                                                      15 May 2023    15 May 2023 - 1 May 2028     Nil
 William Green     14,171                                                       15 May 2023    15 May 2023 - 1 May 2026     Nil

 

 

 

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 January 2025
 Contact name:        Cleopatra Thring, Group Head of Governance and Compliance and Company
                      Secretary
 Telephone number:    +44 (0) 203 388 0600

 

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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