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

ThruvisionAnnouncement

15/01/2025 17:45

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RNS Number : 4975T  Thruvision Group PLC  15 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:                                                     Thruvision 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  Thruvision 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:                                                         14 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:                                          Ordinary Shares of 1 pence each

                                                                      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:   NIL
 Details, including nature of the rights concerned and relevant percentages:  NIL

 

 

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 Thruvision Group plc, their close
 relatives and related trusts:

Name              Number of Ordinary Shares held  Percentage of total issued share capital
 Thomas Black      13,272,540                      7.64%
 Victoria Balchin  90,804                          0.05%
 Richard Amos      450,000                         0.25%
 Katrina Nurse     134,000                         0.07%

 

 (b)   Interests held as options or awards under the Thruvision Group plc
 Long Term Incentive Plan by the Directors of Thruvision Group plc, their close
 relatives and related trusts:

Name              Number of Ordinary Shares (under option)  Grant date  Vesting date  Expiry date  Exercise price (per share) (pence)
 Thomas Black      585,175                                   17/01/18    17/01/21      17/01/28     15.38
 Victoria Balchin  400,000                                   8/11/22     8/11/25       8/11/32      22.10
 Victoria Balchin  400,000                                   22/08/23    22/08/26      22/08/33     27.00
 Victoria Balchin  1,000,000                                 10/01/24    10/01/27      10/01/34     1.00
 Victoria Balchin  1,000,000                                 18/11/24    18/11/27      18/11/34     1.00

 

 (c)   Interests held as options or awards under the Thruvision Group plc
 Sharesave SAYE Share Option Scheme by the Directors of Thruvision Group plc,
 their close relatives and related trusts:

Name              Number of Ordinary Shares (under option)  Grant date  Vesting date  Expiry date  Exercise price (per share) (pence)
 Victoria Balchin  195,594                                   13/12/24    1/03/28       31/08/28     7.4

 

 (d)   Details of persons acting in concert with Thruvision Group plc

Name                                           Number of Ordinary Shares held  Percentage of total issued share capital
 Raymond James Financial International Limited  NIL                             NIL
 Investec Bank plc                              1,447                           0.00%

 

 

(b)   Interests held as options or awards under the Thruvision Group plc
Long Term Incentive Plan by the Directors of Thruvision Group plc, their close
relatives and related trusts:

 

 Name              Number of Ordinary Shares (under option)  Grant date  Vesting date  Expiry date  Exercise price (per share) (pence)
 Thomas Black      585,175                                   17/01/18    17/01/21      17/01/28     15.38
 Victoria Balchin  400,000                                   8/11/22     8/11/25       8/11/32      22.10
 Victoria Balchin  400,000                                   22/08/23    22/08/26      22/08/33     27.00
 Victoria Balchin  1,000,000                                 10/01/24    10/01/27      10/01/34     1.00
 Victoria Balchin  1,000,000                                 18/11/24    18/11/27      18/11/34     1.00

 

(c)   Interests held as options or awards under the Thruvision Group plc
Sharesave SAYE Share Option Scheme by the Directors of Thruvision Group plc,
their close relatives and related trusts:

 

 Name              Number of Ordinary Shares (under option)  Grant date  Vesting date  Expiry date  Exercise price (per share) (pence)
 Victoria Balchin  195,594                                   13/12/24    1/03/28       31/08/28     7.4

 

(d)   Details of persons acting in concert with Thruvision Group plc

 

 Name                                           Number of Ordinary Shares held  Percentage of total issued share capital
 Raymond James Financial International Limited  NIL                             NIL
 Investec Bank plc                              1,447                           0.00%

 

 

 

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:  15 January 2025
 Contact name:        Hannah Platt, Company Secretary
 Telephone number:    +44 (0) 1235 425400

 

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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