Lumiere Acquisitions Company LLC Form 8 (OPD) (Lumiere Acquisitions Company LLC) (2771E)
03 Julho 2019 - 3:00AM
UK Regulatory
TIDMFFI
RNS Number : 2771E
Lumiere Acquisitions Company LLC
03 July 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: LUMIERE ACQUISITIONS COMPANY LLC
(b) Owner or controller of interests and short positions STEVEN PASKO (WHO CONTROLS 600 PARTNERS LLC WHICH
disclosed, if different from 1(a): CONTROLS LUMIERE ACQUISITIONS COMPANY LLC)
The naming of nominee or vehicle companies is
insufficient. For a trust, the trustee(s),
settlor and beneficiaries must be named.
----------------------------------------------------------
(c) Name of offeror/offeree in relation to whose relevant FFI HOLDINGS PLC
securities this form relates:
Use a separate form for each offeror/offeree
----------------------------------------------------------
(d) Is the discloser the offeror or the offeree? OFFEROR
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(e) Date position held: 02 JULY 2019
The latest practicable date prior to the disclosure
----------------------------------------------------------
(f) In addition to the company in 1(c) above, is the N/A
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"
----------------------------------------------------------
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 OF GBP0.01 EACH
Interests Short positions
----------------------- ------------------
Number % Number %
------------- -------- ----------- -----
(1) Relevant securities owned and/or controlled: 47,476,547 30.08% NIL NIL
------------- -------- ----------- -----
(2) Cash-settled derivatives: NIL NIL NIL NIL
------------- -------- ----------- -----
(3) Stock-settled derivatives (including options) and agreements to NIL NIL NIL NIL
purchase/sell:
------------- -------- ----------- -----
TOTAL: 47,476,547 30.08% 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: NONE
Details, including nature of the rights concerned and relevant percentages: NONE
-----
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 in FFI Holding PLC's ordinary shares held by the directors of Lumiere Acquisitions
Company LLC and their close relatives and related trusts:
NIL
(b) Interests in FFI Holding PLC's ordinary shares held by the connected advisers of Lumiere
Acquisitions Company LLC:
NIL
(c) Interests in FFI Holding PLC's ordinary shares held by other presumed persons acting in
concert with Lumiere Acquisitions Company LLC:
Class of relevant Ordinary shares of %
security GBP0.01 each
------------------ -----
Golden Sun Emerging
Fund Limited 47,953,951 30.39
------------------ -----
JDT Holdings LLC 10,308,184 6.53
------------------ -----
The Trattner Family
Trust 1,244,144 0.79
------------------ -----
Timothy Trankina 583,433 0.37
------------------ -----
Antony Mitchell 399,304 0.25
------------------ -----
James Terlizzi 0 0
------------------ -----
Stephen Argent 0 0
------------------ -----
TOTAL 107,965,563 68.41
------------------ -----
(d) Rights to subscribe in FFI Holding PLC's ordinary shares held by other presumed persons
acting in concert with Lumiere Acquisitions Company LLC:
Antony Mitchell has options to purchase 340,110 FFI Holdings PLC shares at a price of $0.40
per share, which vest on 30 June 2019 and expire on 15 June 2020.
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: 03 July 2019
Contact name: Sidney Li
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Telephone number: +1 919-649-5859
----------------
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.
This information is provided by RNS, the news service of the
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Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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