Form 8 (OPD) Safestay plc

RNS Number : 8178M
Safestay PLC
24 September 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:

Safestay PLC ("Safestay")

(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

Offeree - Safestay

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

Offeree

(e) Date position held:

  The latest practicable date prior to the disclosure

17 September 2021

(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:

 

Ordinary

 

 

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) The following directors of Safestay (including their close relatives and related trusts) have the interests in Safestay's shares set out below:

 

Safestay Director

Position

Number of ordinary shares

Percentage of total issued share capital of Safestay (three decimal places)

Larry Lipman

Chairman

346,054 (Direct ownership)

 

Also see Note 1

 

0.563

Nuno Sacramento

Chief Operating Officer

37,160

0.057

Michael Hirst (OBE)

Non-Executive Director

97,142

0.150

Stephen Moss

Non-Executive Director

233,988

0.362

Anson Chan

Non-Executive Director

Note 2

n/a

Paul Cummins

Alternate Non-Executive Director

 

Note 3

n/a

 

Note 1: Larry Lipman also owns one-third of the share capital of Safeland Holdings (2008) Corporation ("SHC"), a corporation incorporated in Panama and 2% of Safeland plc, a company incorporated in England and Wales. SHC owned 3,112,484 ordinary shares in the Company, representing 4.8% of the Company's shares in issue as at 17 September 2021. SHC owned 83.4% of the issued share capital of Safeland plc as at 17 September 2021. Safeland plc owned 2,597,334 ordinary shares of the Company, representing 4.0% of the Company's shares in issue at 17 September 2021.

 

Note 2: Anson Chan is not considered to be independent due his interest in Pyrrho Investments Limited which is a significant shareholder in the Company, owning 19,025,638 ordinary shares representing 29.4% of the Company's shares in issue at 17 September 2021.

Note 3: Paul Cummins is an alternate director for Anson Chan and is therefore also not considered to be independent.

 

 

 

 

 

 

 

(B) The following directors of Safestay have options over the ordinary equity share capital of Safestay as set out below, as at 17 September 2021:

 

Safestay director

Position

Exercise price

Number of ordinary shares (under option)

Exercise Period

Larry Lipman

Chairman

50p

396,521

02/05/2017 - 01/05/2024

50p

250,000

14/07/2020 - 13/07/2027

34p

300,000

01/01/2022 - 31/12/2028

33p

400,000

02/10/2023 - 01/01/2030

9p

37,100

31/10/2021 - 30/10/2028

16p

20,900

30/11/2021 - 29/11/2028

13p

25,700

31/12/2021 - 30/12/2028

13p

25,700

22/01/2022 - 21/01/2031

14p

23,900

22/02/2022 - 21/02/2031

15p

22,300

24/03/2022 - 23/03/2031

15p

22,300

25/04/2022 - 24/04/2031

17p

19,700

25/05/2022 - 24/05/2031

18p

18,600

25/06/2022 - 24/06/2031

16p

20,900

25/07/2022 - 24/07/2031

Nuno Sacramento

Chief Operating Officer

50p

500,000

21/07/2020 - 20/07/2027

42p

100,000

11/10/2021 - 12/10/2028

34p

200,000

01/01/2022 - 31/12/2028

33p

300,000

02/01/2023 - 01/01/2030

9p

46,300

31/10-2021 - 30/10/2028

16p

26,100

30/11/2021 - 29/11/2028

13p

32,100

31/12/2021 - 31/12/2028

13p

32,100

22/01/2022 - 21/01/2031

14p

29,800

22/02/2022 - 21/02/2031

15p

27,800

24/03/2022 - 23/03/2031

15p

27,800

25/04/2022 - 24/04/2031

17p

24,600

25/05/2022 - 24/05/2031

18p

23,200

25/06/2022 - 24/06/2031

Michael Hirst (OBE)

Non-Executive Director

9p

4,600

31/10/2021 - 30/10/2028

16p

2,600

30/11/2021 - 29/11/2028

13p

3,200

31/12/2021 - 30/12/2028

13p

3,200

22/01/2022 - 21/01/2031

14p

3,000

22/02/2022 - 21/02/2031

15p

2,800

24/03/2022 - 23/03/2031

15p

2,800

25/04/2022 - 24/04/2031

17p

2,400

25/05/2022 - 24/05/2031

18p

2,300

25/06/2022 - 24/06/2031

16p

2,600

25/07/2022 - 24/07/2031

Stephen Moss

Non-Executive Director

9p

11,200

31/10/2021 - 30/10/2028

16p

6,300

30/11/2021 - 29/11/2028

13p

7,700

31/12/2021 - 30/12/2028

13p

7,700

22/01/2022 - 21/01/2031

14p

7,200

22/02/2022 - 21/02/2031

15p

6,700

24/03/2022 - 23/03/2031

15p

6,700

25/04/2022 - 24/04/2031

17p

5,900

25/05/2022 - 24/05/2031

18p

5,600

25/06/2022 - 24/06/2031

16p

6,300

25/07/2022 - 24/07/2031

 

 

 

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)

YES

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

24 September 2021

Contact name:

Peter Harvey, Chief Financial Officer and Company Secretary

Telephone number:

020 8815 1606

 

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 .

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

 

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

 

 

1.  KEY INFORMATION

 

Full name of person making disclosure:

Safestay PLC ("Safestay")

Name of offeror/offeree in relation to whose relevant securities the disclosure relates:

Offeree - Safestay

 

2.  STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

 

Class of relevant security

Product description e.g. call option

Written or purchased

Number of securities to which option or derivative relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Ordinary shares

Share options

Written

396,521

50p

Various exercise periods apply

01/05/2024

528,695

50p

01/05/2024

38,550

50p

20/05/2024

250,000

50p

13/07/2027

500,000

50p

20/07/2027

100,000

42p

10/10/2028

500,000

34p

31/12/2028

500,000

34p

28/04/2029

100,000

40p

25/06/2029

100,000

34p

04/09/2029

129,100

13p

21/01/2031

119,900

14p

21/02/2031

111,900

15p

23/03/2031

75,200

15p

24/04/2031

66,400

17p

24/05/2031

62,700

18p

24/06/2031

44,400

16p

24/07/2031

 

 

 

3.  AGREEMENTS TO PURCHASE OR SELL ETC.

 

Full details should be given so that the nature of the interest or position can be fully understood:

Being options issued to previous and current management as part of their remuneration packages (save for options over 528,695 shares expiring on 1 May 2024 at an exercise price of 50p) which were granted to Safeland plc a company connected with Larry Lipman).

 

Larry Lipman owns one-third of the share capital of Safeland Holdings (2008) Corporation ("SHC"), a corporation incorporated in Panama and 2% of Safeland plc, a company incorporated in England and Wales. SHC owned 3,112,484 ordinary shares in the Company, representing 4.8% of the Company's shares in issue as at 17 September 2021. SHC owned 83.4% of the issued share capital of Safeland plc as at 17 September 2021. Safeland plc owned 2,597,334 ordinary shares of the Company, representing 4.0% of the Company's shares in issue at 17 September 2021.

 

 

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

 

The currency of all prices and other monetary amounts should be stated.

 

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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