Gfinity PLC PUBLIC OPENING POSITION DISCLOSURE (2639C)

TIDMGFIN

RNS Number : 2639C

Gfinity PLC

15 October 2020

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:                                                                    Gfinity plc 
 (b) Owner or controller of interests and short positions disclosed, if different from 1(a):    N/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 relates:        Gfinity plc 
  Use a separate form for each offeror/offeree 
                                                                                               ---------------- 
 (d) Is the discloser the offeror or the offeree?                                               Offeree 
                                                                                               ---------------- 
 (e) Date position held:                                                                        14 October 2020 
  The latest practicable date prior to the disclosure 
                                                                                               ---------------- 
 (f) In addition to the company in 1(c) above, is the discloser making disclosures in respect   N/A 
  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 0.1p each in Gfinity plc 
                                                                             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           Nil            -           Nil          - 
 to 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:   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: 
 
   Ordinary Shares of 0.1 pence each in the capital of the Company 
 
   a.   Interests in Gfinity plc's ordinary shares of 0.1p each held by the directors of Gfinity plc 
 
 Director          Number of Ordinary   % of issued share 
                    Shares               capital 
 Neville Upton     14,877,245           1.95% 
                  -------------------  ------------------ 
 John Clarke       722,222              0.09% 
                  -------------------  ------------------ 
 Jonathan Hall     722,222              0.09% 
                  -------------------  ------------------ 
 Preeti Mardia     111,112              0.01% 
                  -------------------  ------------------ 
 Andrew MacLeod    78,704               0.01% 
                  -------------------  ------------------ 
 Total             16,511,505           2.16% 
                  -------------------  ------------------ 
 
   b.   Interests of Directors of Gfinity plc under the Gfinity plc LTIP Option Scheme 
 
Name             Description    Number of             Exercise  Grant date  Expiry date 
                  of award       Gfinity Plc           price 
                                 relevant securities 
Neville Upton    LTIP Options   5,000,000             1p        14/04/2020  08/04/2030 
                 -------------  --------------------  --------  ----------  ----------- 
John Clarke      LTIP Options   8,000,000             1p        14/04/2020  08/04/2030 
                 -------------  --------------------  --------  ----------  ----------- 
Jonathan Hall    LTIP Options   5,000,000             1p        14/04/2020  08/04/2030 
---------------  -------------  --------------------  --------  ----------  ----------- 
Andrew MacLeod   LTIP Options   1,000,000             23.125p   22/12/2017  21/12/2027 
---------------  -------------  --------------------  --------  ----------  ----------- 
Preeti Mardia    LTIP Options   1,000,000             23.125p   22/12/2017  21/12/2027 
---------------  -------------  --------------------  --------  ----------  ----------- 
 

Details of how the Directors Options vest can be read in their respective "Grant of Share Options" announcements as published on 14 April 2020, and 22 December 2017.

   c.   Interests of Directors of Gfinity plc in warrants to subscribe for ordinary shares 
 
Name            Description   Number of              Exercise price  Expiry date 
                               Gfinity Plc relevant 
                               securities 
John Clarke     Warrants      500,000                1p              23/10/2021 
                ------------  ---------------------  --------------  ----------- 
Jonathan Hall   Warrants      500,000                1p              23/10/2021 
--------------  ------------  ---------------------  --------------  ----------- 
 

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 October 2020 
 Contact name:          Jonathan Hall 
                       ---------------- 
 Telephone number:      07710 413 169 
                       ---------------- 
 

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 [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .

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October 15, 2020 12:50 ET (16:50 GMT)