Form 8 (OPD) - Gresham Technologies Plc

Gresham Technologies PLC

15 April 2024

 

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:	GRESHAM TECHNOLOGIES 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	GRESHAM TECHNOLOGIES PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	15/4/2024
(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"	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
TOTAL:	Nil		Nil

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)  Ordinary shares of £0.05 each in the capital of Gresham Technologies plc ("Ordinary Shares") held by the directors of Gresham Technologies plc, their close relatives and related trusts (excluding options which are set out in (b) below: Director Number of Ordinary Shares Percentage of issued share capital Ian Manocha 166,640 0.20 Thomas Mullan 76,054 0.09 Andrew Balchin 17,608 0.02 Jennifer Knott 31,250 0.04 Oliver Scott 155,434 0.19 (b)  Options and awards held by the directors of Gresham Technologies plc, their close relatives and related trusts: Director Number of Ordinary Shares under option Vesting details Exercise Price Ian Manocha 1,500,000 Granted on 1 June 2015 Vested on 31 May 2018 Expires on 29 May 2025 £1.11 104,008 Granted on 18 March 2020 Vested on 18 March 2023 Expires on 18 March 2030 Nil Up to 174,944 Granted on 31 March 2022 Vesting on 31 March 2025 Expires on 31 March 2032 Nil Up to 135,000 Granted on 21 October 2021 Vesting on 20 October 2024 Expires on 19 October 2031 Nil Up to 68,000 Granted on 21 October 2021 Vesting on 20 October 2024 Expires on 19 October 2031 Nil Up to 197,185 Granted on 31 March 2023 Vesting on 31 March 2026 Expires on 31 March 2033 Nil Thomas Mullan 200,000 Granted on 14 March 2018 Vested on 13 March 2021 Expires on 11 March 2028 £2.27 100,000 Granted on 28 March 2019 Vested on 27 March 2022 Expires on 25 March 2029 £0.97 67,532 Granted on 18 March 2020 Vested on 18 March 2023 Expires on 18 March 2030 Nil Up to 107,736 Granted on 31 March 2022 Vesting on 31 March 2025 Expires on 31 March 2032 Nil Up to 75,000 Granted on 21 October 2021 Vesting on 20 October 2024 Expires on 19 October 2031 Nil Up to 118,919 Granted on 31 March 2023 Vesting on 31 March 2026 Expires on 31 March 2033 Nil

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:	15/4/2024
Contact name:	Jonathan Cathie
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