Form 8 (OPD) The Property Franchise Group plc

Property Franchise Group PLC (The)
17 January 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:

The Property Franchise 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

The Property Franchise Group plc

(d) Is the discloser the offeror or the offeree?

OFFEROR

(e) Date position held:

     The latest practicable date prior to the disclosure

16 January 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"

Yes - Belvoir Group plc

 

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

 

 

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:

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) Interests held by the directors of The Property Franchise Group plc, their close relatives and related trusts

 

Name

Number of ordinary shares in The Property Franchise Group plc

Percentage of total issued share capital

Richard Martin

7,039,950

21.82%

Paul Latham

79,727

0.24%

Phil Crooks

15,000

0.04%

Dean Fielding

37,874

0.11%

David Raggett

448,274

1.39%

Gareth Samples

142,070

0.44%

 

 

(b) Interests held as options or awards under the share plans of The Property Franchise Group plc by the directors of The Property Franchise Group plc and their close relatives and related trusts

 

 

Name

Scheme

Number of shares

Date of grant

Exercise price

Expiry date

David Raggett

TPFG - 2021 Scheme

400,000

27/04/21

1p

26/04/31

David Raggett

TPFG - 2022 Scheme

115,000

09/08/22

1p

08/08/32

David Raggett

TPFG - 2023 Scheme

63,492

17/05/23

1p

16/05/33

Gareth Samples

TPFG - 2021 Scheme

700,000

27/04/21

1p

26/04/31

Gareth Samples

TPFG - 2022 Scheme

175,000

09/08/22

1p

08/08/32

Gareth Samples

TPFG - 2023 Scheme

109,127

17/05/23

1p

16/05/33

 

 

 

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:

17 January 2024

Contact name:

David Raggett

Telephone number:

+44 (0) 1202 405 549

 

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.

 

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