REG - Trakm8 Holdings PLC - Form 8 (OPD) Trakm8 Holdings Plc
16/05/2025 07:00
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RNS Number : 9022I Trakm8 Holdings PLC 16 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: Trakm8 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 Trakm8 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: 15 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: 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: None
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:
(A) Ordinary shares of 1 pence each ("Ordinary Shares") held by directors of
Trakm8 Holdings Plc and their close relatives:
Name Number of Ordinary Shares held % of Ordinary Shares held
John Watkins 7,768,768(1) 15.54
Timothy Cowley 2,268,127(2) 4.53
Madeline Cowley 1,994,116(3) 3.99
Nadeem Raza 600,926 1.20
Keith Evans 381,119 0.76
Mark Watkins 318,310 0.63
Jonathan Edwards 4,418 0.00
(1)This figure includes 1,370,714 Ordinary Shares that are held by Linda
Watkins who is a close family member of John Watkins.
(2)This figure includes 159,091 Ordinary Shares that are held by Anne Cowley
who is a close family member of Timothy Cowley.
(3)This figure includes 256,186 Ordinary Shares held by close family members
of Madeline Cowley.
(B) Options held over Trakm8 Holdings Plc's Ordinary Shares ("Options") by
Trakm8 Holdings Plc directors, their close relatives and persons acting in
concert(2):
Name Date of grant Number of Options outstanding Exercise price (£) Expiry date Vesting date
Nadeem Raza 24 July 2020 25,000 0.325 23 July 2030 24 July 2023(1)
06 July 2023 25,000 0.17 04 July 2033 06 July 2026(1)
John Watkins 05 March 2019 425,000 0.335 03 March 2029 04 March 2022(1)
24 July 2020 100,000 0.325 23 July 2030 24 July 2023(1)
Timothy Cowley 05 March 2019 50,000 0.335 03 March 2029 04 March 2022(1)
27 November 2020 100,000 0.325 26 November 2030 27 November 2023(1)
18 November 2021 50,000 0.27 18 November 2031 18 November 2024
Madeline Cowley 05 March 2019 25,000 0.335 03 March 2029 04 March 2022(1)
27 November 2020 100,000 0.325 26 November 2030 27 November 2023(1)
18 November 2021 75,000 0.27 18 November 2031 18 November 2024
Jonathan Edwards 05 March 2019 50,000 0.335 03 March 2029 04 March 2022(1)
24 July 2020 25,000 0.20 23 July 2030 24 July 2023
18 November 2021 300,000 0.27 18 November 2031 18 November 2024
06 July 2023 150,000 0.17 04 July 2033 06 July 2026(1)
Keith Evans 28 May 2019 125,000 0.335 26 May 2029 27 May 2022(1)
27 November 2020 25,000 0.325 26 November 2030 27 November 2023(1)
06 July 2023 75,000 0.17 04 July 2033 06 July 2026(1)
Mark Watkins 05 March 2019 375,000 0.335 03 March 2029 04 March 2022(1)
24 July 2020 100,000 0.325 23 July 2030 24 July 2023(1)
27 November 2020 25,000 0.325 26 November 2030 27 November 2023(1)
12 July 2021 300,000 0.16 11 July 2031 11 July 2024
06 July 2023 150,000 0.17 04 July 2033 06 July 2026(1)
(1)Exercise is subject to a performance target whereby the exercise of the
Option is conditional on the Company's mid-market share price being £0.50 or
higher at the time of exercise.
(2)The exercise prices for all Options exceeds the offer price of £0.095 per
Trakm8 Holdings Plc's Ordinary Shares.
( )
(C) Loan notes convertible into Trakm8 Holdings Plc's Ordinary Shares that
are held by Trakm8 Holdings Plc directors, their close relatives and persons
acting in concert:
Name Date of grant Number of Ordinary Shares to be issued on conversion(1) Exercise price (£) Expiry date
Microlise Group Plc(2) 14 September 2022 (varied on 2 April 2024 and 11 April 2025) 12,345,679 0.081 13 September 2025
Nadeem Raza 2 April 2024 1,234,567 0.081 13 September 2025
John Watkins 14 September 2022 (varied on 2 April 2024 and 11 April 2025) 4,938,271 0.081 13 September 2025
2April 2024 3,395,061 0.081 13 September 2025
Timothy Cowley 14 September 2022 (varied on 2 April 2024 and 11 April 2025) 0.081 13 September 2025
740,740
Madeline Cowley 14 September 2022 (varied on 2 April 2024 and 11 April 2025) 740,740 0.081 13 September 2025
Jonathan Edwards 2 April 2024 308,641 0.081 13 September 2025
(1)Any accrued interest will be satisfied via a cash payment.
(2)Nadeem Raza is a non-executive director of Trakm8 and owns 600,926 Trakm8
ordinary shares. Mr Raza is also Chief Executive of Microlise Group Plc
("Microlise") a company which also has its shares admitted to trading on AIM.
Mr Raza owns 50.05% of the issued share capital of Microlise.
(D) Interests of persons acting in concert with Trakm8 Holdings Plc (in
addition to those set out in (A) above) in Trakm8 Holdings Plc's Ordinary
Shares:
Name Number of ordinary % of voting share capital
shares held
Microlise Group Plc(1) 10,000,000 20.010
(1)Nadeem Raza is a non-executive director of Trakm8 and owns 600,926 Trakm8
ordinary shares. Mr Raza is also Chief Executive of Microlise Group Plc
("Microlise") a company which also has its shares admitted to trading on AIM.
Mr Raza owns 50.05% of the issued share capital of Microlise.
(1)This figure includes 1,370,714 Ordinary Shares that are held by Linda
Watkins who is a close family member of John Watkins.
(2)This figure includes 159,091 Ordinary Shares that are held by Anne Cowley
who is a close family member of Timothy Cowley.
(3)This figure includes 256,186 Ordinary Shares held by close family members
of Madeline Cowley.
(B) Options held over Trakm8 Holdings Plc's Ordinary Shares ("Options") by
Trakm8 Holdings Plc directors, their close relatives and persons acting in
concert(2):
Name Date of grant Number of Options outstanding Exercise price (£) Expiry date Vesting date
Nadeem Raza 24 July 2020 25,000 0.325 23 July 2030 24 July 2023(1)
06 July 2023 25,000 0.17 04 July 2033 06 July 2026(1)
John Watkins 05 March 2019 425,000 0.335 03 March 2029 04 March 2022(1)
24 July 2020 100,000 0.325 23 July 2030 24 July 2023(1)
Timothy Cowley 05 March 2019 50,000 0.335 03 March 2029 04 March 2022(1)
27 November 2020 100,000 0.325 26 November 2030 27 November 2023(1)
18 November 2021 50,000 0.27 18 November 2031 18 November 2024
Madeline Cowley 05 March 2019 25,000 0.335 03 March 2029 04 March 2022(1)
27 November 2020 100,000 0.325 26 November 2030 27 November 2023(1)
18 November 2021 75,000 0.27 18 November 2031 18 November 2024
Jonathan Edwards 05 March 2019 50,000 0.335 03 March 2029 04 March 2022(1)
24 July 2020 25,000 0.20 23 July 2030 24 July 2023
18 November 2021 300,000 0.27 18 November 2031 18 November 2024
06 July 2023 150,000 0.17 04 July 2033 06 July 2026(1)
Keith Evans 28 May 2019 125,000 0.335 26 May 2029 27 May 2022(1)
27 November 2020 25,000 0.325 26 November 2030 27 November 2023(1)
06 July 2023 75,000 0.17 04 July 2033 06 July 2026(1)
Mark Watkins 05 March 2019 375,000 0.335 03 March 2029 04 March 2022(1)
24 July 2020 100,000 0.325 23 July 2030 24 July 2023(1)
27 November 2020 25,000 0.325 26 November 2030 27 November 2023(1)
12 July 2021 300,000 0.16 11 July 2031 11 July 2024
06 July 2023 150,000 0.17 04 July 2033 06 July 2026(1)
(1)Exercise is subject to a performance target whereby the exercise of the
Option is conditional on the Company's mid-market share price being £0.50 or
higher at the time of exercise.
(2)The exercise prices for all Options exceeds the offer price of £0.095 per
Trakm8 Holdings Plc's Ordinary Shares.
( )
(C) Loan notes convertible into Trakm8 Holdings Plc's Ordinary Shares that
are held by Trakm8 Holdings Plc directors, their close relatives and persons
acting in concert:
Name Date of grant Number of Ordinary Shares to be issued on conversion(1) Exercise price (£) Expiry date
Microlise Group Plc(2) 14 September 2022 (varied on 2 April 2024 and 11 April 2025) 12,345,679 0.081 13 September 2025
Nadeem Raza 2 April 2024 1,234,567 0.081 13 September 2025
John Watkins 14 September 2022 (varied on 2 April 2024 and 11 April 2025) 4,938,271 0.081 13 September 2025
2 April 2024 3,395,061 0.081 13 September 2025
Timothy Cowley 14 September 2022 (varied on 2 April 2024 and 11 April 2025) 0.081 13 September 2025
740,740
Madeline Cowley 14 September 2022 (varied on 2 April 2024 and 11 April 2025) 740,740 0.081 13 September 2025
Jonathan Edwards 2 April 2024 308,641 0.081 13 September 2025
(1)Any accrued interest will be satisfied via a cash payment.
(2)Nadeem Raza is a non-executive director of Trakm8 and owns 600,926 Trakm8
ordinary shares. Mr Raza is also Chief Executive of Microlise Group Plc
("Microlise") a company which also has its shares admitted to trading on AIM.
Mr Raza owns 50.05% of the issued share capital of Microlise.
(D) Interests of persons acting in concert with Trakm8 Holdings Plc (in
addition to those set out in (A) above) in Trakm8 Holdings Plc's Ordinary
Shares:
Name Number of ordinary % of voting share capital
shares held
Microlise Group Plc(1) 10,000,000 20.010
(1)Nadeem Raza is a non-executive director of Trakm8 and owns 600,926 Trakm8
ordinary shares. Mr Raza is also Chief Executive of Microlise Group Plc
("Microlise") a company which also has its shares admitted to trading on AIM.
Mr Raza owns 50.05% of the issued share capital of Microlise.
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: 16 May 2025
Contact name: Jonathan Edwards, Chief Financial Officer
Telephone number: +44 330 333 4120
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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