Form 8 (DD) - Accrol Group Holdings PLC
FORM 8 (DD)
This transaction has taken place as a consequence of book flattening. The Panel Executive has informed Zeus Capital Limited on an ex-parte basis that such transactions are permitted and have no Code consequences
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
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(a) Full name of discloser: |
Zeus Capital Limited |
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(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. |
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(c) Name of offeree in relation to whose relevant securities this form relates:
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Accrol Group Holdings plc |
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(d) Status of person making the disclosure: e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree) |
Person acting in concert with offeree, Accrol Group Holdings plc |
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(e) Date dealing undertaken: |
22nd March 2024 |
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(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 PERSON MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing
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Class of relevant security:
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Ordinary Shares of 0.1p - ISIN: GB00BZ6VT592 |
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Interests |
Short positions |
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Number |
% |
Number |
% |
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(1) Relevant securities owned and/or controlled: |
3,100,405 * |
0.97 |
0 |
0 |
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(2) Cash-settled derivatives:
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(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
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TOTAL: |
3,100,405* |
0.97 |
0 |
0 |
*This figure includes 905,943 shares owned by R Hughes, the majority shareholder in Zeus Capital Limited
(b) Rights to subscribe for new securities (including directors' and other employee options)
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Class of relevant security in relation to which subscription right exists: |
Ordinary Shares of 0.1p - ISIN: GB00BZ6VT592 |
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Details, including nature of the rights concerned and relevant percentages: |
Zeus Capital Investment Limited (parent of Zeus Capital Limited) has a warrant with rights to subscribe for 2,790,361 Ordinary Shares at 100p per share. This warrant expires on 02 Jun 2026.
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3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
(i) Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)
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Class of relevant security |
Purchase/sale
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Number of securities |
Price per unit |
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Ordinary Shares |
Sale
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88,414 |
37.8p |
(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser
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Class of relevant security |
Purchases/ sales
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Total number of securities |
Highest price per unit paid/received |
Lowest price per unit paid/received |
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(b) Cash-settled derivative transactions
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Class of relevant security |
Product description e.g. CFD |
Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position |
Number of reference securities |
Price per unit |
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(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
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Class of relevant security |
Product description e.g. call option |
Writing, purchasing, selling, varying etc. |
Number of securities to which option relates |
Exercise price per unit |
Type e.g. American, European etc. |
Expiry date |
Option money paid/ received per unit |
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(ii) Exercise
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Class of relevant security |
Product description e.g. call option |
Exercising/ exercised against |
Number of securities |
Exercise price per unit |
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(d) Other dealings (including subscribing for new securities)
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Class of relevant security |
Nature of dealing e.g. subscription, conversion |
Details |
Price per unit (if applicable) |
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4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
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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 or person acting in concert making the disclosure and any other person: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
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None
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(b) Agreements, arrangements or understandings relating to options or derivatives
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Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert making the disclosure 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" |
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None |
(c) Attachments
Are any Supplemental Forms attached?
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Supplemental Form 8 (Open Positions) |
NO |
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Supplemental Form 8 (SBL) |
NO |
Date of disclosure: |
25th March 2023 |
Contact name: |
Niall Campbell |
Telephone number: |
020 3829 5604 |
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