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Footasylum PLC (FOOT)

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Monday 25 March, 2019

Footasylum PLC

Opening Position Disclosure

RNS Number : 8988T
Footasylum PLC
25 March 2019
 

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:

Footasylum 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

Footasylum plc

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

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

25 March 2019

(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 Share of 0.1p each

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

0

0

0

0

(2) Cash-settled derivatives:

 

0

0

0

0

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

0

0

0

0

 

     TOTAL:

0

0

0

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:

None

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:

 

The directors of Footasylum plc (the "Company") have the following interests in Ordinary Shares of the Company:

 

Director

Interest in Ordinary Shares

% of issued Ordinary Shares

Clare Nesbitt (CEO)

7,800,000

7.47

Brendan Hynes (NED)

15,000

0.01

Stephen Robertson (NED)

11,933

0.01

 

The directors of the Company have the following rights under the Company's Long Term Incentive Plan to subscribe for interest in Ordinary Shares of the Company:

 

Name

Options over Ordinary Shares

Option exercise price

Barry Bown (Executive Chairman)

2,531,645

0.1p

Danielle Davies (CFO)

609,756

0.1p

 

The directors of the Company have the following rights under the Company's Save As You Earn Plan to subscribe for interest in Ordinary Shares of the Company:

 

Name

Options over Ordinary Shares

Option exercise price

Clare Nesbitt (CEO)

13,719

131.2p

Danielle Davies (CFO)

13,719

131.2p

 

The following shareholders are deemed to be acting in concert with the Company by virtue of their relationship to Clare Nesbitt (CEO):

 

Shareholder

Interest in Ordinary Shares

% of issued Ordinary Shares

Thomas Makin

7,800,000

7.47

Amy Mason

7,800,000

7.47

David Makin

6,270,000

6.00

 

The following shareholders, who are deemed to be acting in concert with the Company by virtue of their relationship to Clare Nesbitt (CEO), have the following rights under the Company's Save As You Earn Plan to subscribe for interest in Ordinary Shares of the Company:

 

Name

Options over Ordinary Shares

Option exercise price

Thomas Makin

13,719

131.2p

David Makin

13,719

131.2p

 

In addition to the above disclosed holdings of Ordinary Shares and rights to subscribe for Ordinary Shares, the Trustees of the John Wardle 2016 Settlement (the "Settlement"), in their capacity as such, are interested in 36,148,866 Ordinary Shares (34.60 % of the issued Ordinary Shares) as follows:

 

(i)   Thomas Makin and John Riches, in their capacity as co-trustees of JW2016TM, a sub fund of the Settlement (the "TM Fund") hold legal title to the 12,259,176 Ordinary Shares (representing 11.70% of the issued Ordinary Shares) held in the TM Fund, the beneficiary of which is Thomas Makin.

(ii)   Amy Mason and John Riches, in their capacity as co-trustees of JW2016AM, a sub fund of the Settlement (the "AM Fund") hold legal title to the 10,169,690 Ordinary Shares (representing 9.70% of the issued Ordinary Shares) held in the AM Fund, the beneficiary of which is Amy Mason.

(iii)  Clare Nesbitt and John Riches, in their capacity as co-trustees of JW2016CM, a sub fund of the Settlement (the "CM Fund") hold legal title to the 13,720,000 Ordinary Shares (representing 13.10% of the issued Ordinary Shares) held in the CM Fund, the beneficiary of which is Clare Nesbitt. 

 

 

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:

25 March 2019

Contact name:

Nancy Kelsall

Telephone number:

+44 (0) 1706 746 777

 

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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