PROACTIS Holdings PLC Form 8 (OPD) Proactis Holdings plc (6118C)

TIDMPHD

RNS Number : 6118C

PROACTIS Holdings PLC

21 June 2021

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:                                                                    PROACTIS HOLDINGS 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:        PROACTIS HOLDINGS PLC 
  Use a separate form for each offeror/offeree 
                                                                                               ---------------------- 
 (d) Is the discloser the offeror or the offeree?                                               OFFEREE 
                                                                                               ---------------------- 
 (e) Date position held:                                                                        21 JUNE 2021 
  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: 
                                                                                       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 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: 
 

a. Interests in Proactis Holdings PLC's ordinary shares of 10p each held by the directors of Proactis Group PLC

 
 Director          Number of ordinary shares   % of issued share 
                                                    capital 
 Rodney Potts              8,995,427                 9.42 
                  --------------------------  ------------------ 
 Alan Aubrey               1,362,926                 1.43 
                  --------------------------  ------------------ 
 Timothy Sykes              382,736                  0.40 
                  --------------------------  ------------------ 
 Nicholas Brown             67,415                   0.07 
                  --------------------------  ------------------ 
 Richard Hughes             15,000                   0.02 
                  --------------------------  ------------------ 
 Total                    10,823,504                 11.33 
                  --------------------------  ------------------ 
 
   b.   Interests of Directors of Proactis Holdings PLC under the Proactis Holdings PLC Executive LTIP 
 
                 Description      Number of       Exercise  Grant date  Vesting date 
       Name        of award    Proactis Holdings    price 
                                 PLC relevant 
                                  securities 
 Richard Hughes  LTIP award        1,271,785       GBP0.10   30 April   30 April 2024 
                                                               2021 
                 -----------  ------------------  --------  ----------  ------------- 
   Tim Sykes     LTIP award        3,815,355       GBP0.10   30 April   30 April 2024 
                                                               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:    21 June 2021 
 Contact name:          Richard Hughes 
                       --------------- 
 Telephone number:      01937 545 070 
                       --------------- 
 

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 .

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

FEEUAONRAOUNUAR

(END) Dow Jones Newswires

June 21, 2021 12:36 ET (16:36 GMT)