Form 8 (OPD) - Curtis Banks Group plc

RNS Number : 6631I

Curtis Banks Group PLC

05 December 2022

 

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:	Curtis Banks Group plc
(b) Owner or controller of interests and short positions disclosed, if 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.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:   Use a separate form for each offeror/offeree	Curtis Banks Group plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:   The latest practicable date prior to the disclosure	2 December 2022
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?   If it is a cash offer or possible cash offer, state "N/A"	NO

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	0	NIL	0
(2) Cash-settled derivatives:	NIL	0	NIL	0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	NIL	0	NIL	0
TOTAL:	NIL	0	NIL	0

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:	N/A
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)  Shares held by the directors of Curtis Banks Group plc as well as related parties Beneficial owner/controller Number of ordinary shares of 0.5p each in the offeree interested in Percentage of total issued share capital (%) (excluding shares under option) of the offeree Jane Ridgley 33,974 0.05% Dan Cowland 11,320 0.02% Bill Rattray 47,894 0.07% Christopher Mills (Harwood Capital LLP)1 9,355,000 13.99% Total 9,448,188 14.13% ¹Christopher Mills, Non-Executive Director of Curtis Banks Group plc, is the Chief Investment Officer and a member of Harwood Capital LLP which owns, through two entities connected with Harwood Capital LLP (being Oryx International Growth Fund Limited and Odyssean Investment Trust plc), 13.99% of the issued share capital of the company. b)  Options held by the directors of Curtis Banks Group plc Name Plan Date of grant Earliest exercise date Expiry date Option price Maximum number of shares subject to the award Jane Ridgley LTIP2020 14.9.20 14.9.23 14.9.30 217p 250,000 Dan Cowland LTIP2020 14.9.20 14.9.23 14.9.30 217p 250,000 Jane Ridgley LTIP2020 14.9.20 14.9.24 14.9.30 217p 250,000 Dan Cowland LTIP2020 14.9.20 14.9.24 14.9.30 217p 250,000 Jane Ridgley CSOP2016 14.9.16 14.3.18 14.9.26 267p 27,388 Jane Ridgley CSOP2020 8.4.20 8.4.23 8.4.30 217p 66,129 Dan Cowland CSOP2020 8.4.20 8.4.23 8.4.30 217p 74,193 Jane Ridgley CSOP2021 27.4.21 27.4.24 27.4.31 283p 47,388 Dan Cowland CSOP2021 27.4.21 27.4.24 27.4.31 283p 53,167 Jane Ridgley SAYE2021 15.6.21 1.8.24 1.2.25 226.4p 7,950 Dan Cowland SAYE2022 7.6.22 1.8.25 1.2.26 208p 4,326 Total 1,280,541

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:	5 December 2022
Contact name:	Dan Cowland
Telephone number:	[phone]

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 .

 

END

 

 

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