FFI Holdings PLC Form 8 (OPD) FFI Holdings (8670E)
09 Julho 2019 - 5:31AM
UK Regulatory
TIDMFFI
RNS Number : 8670E
FFI Holdings PLC
09 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: FFI HOLDINGS PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): N/A
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 securities this form relates: FFI HOLDINGS PLC
Use a separate form for each offeror/offeree
-----------------
(d) Is the discloser the offeror or the offeree? OFFEREE
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(e) Date position held: 8 July 2019
The latest practicable date prior to the disclosure
-----------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect N/A
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:
Interests Short positions
------------- ------------------
Number % Number %
------- ---- ----------- -----
(1) Relevant securities owned and/or controlled: NIL NIL NIL NIL
------- ---- ----------- -----
(2) Cash-settled derivatives: NIL NIL NIL NIL
------- ---- ----------- -----
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: NIL NIL NIL NIL
------- ---- ----------- -----
NIL NIL NIL NIL
TOTAL:
------- ---- ----------- -----
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: NIL
Details, including nature of the rights concerned and relevant percentages: NIL
----
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) Holdings of ordinary shares of GBP0.01 each in the capital of FFI Holdings plc
Class of relevant Ordinary shares of GBP0.01 each (ISIN:
security: GB00BF04DT64)
Name Number %
--------------------------- ------------
Simon Ingram, held
through AuVerdi Capital
DMCC 590,000 0.37
--------------------------- ------------
Julian Bartlett,
held through Alliance
Trust Savings 50,000 0.03
--------------------------- ------------
Angela Bartlett,
held through Alliance
Trust Savings 25,000 0.02
--------------------------- ------------
Antony Mitchell 399,304 0.25
--------------------------- ------------
James Terlizzi, held
through JDT Holdings,
LLC 10,308,184 6.53
--------------------------- ------------
(B) Directors' options over ordinary shares of GBP0.01 each in the capital of FFI Holdings
plc granted under the company's share schemes
Name Date of grant Vesting Dates Exercise Number
Price
1/3 on 30
June 2017;
1/3 on 30
June 2018
and 1/3 on
Antony Mitchell 30 June 2017 30 June 2019 USD 0.40 1,020,329
--------------- --------------- ---------- ----------
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: 9 July 2019
Contact name: David Sasso
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Telephone number: +1 310.275.7323 ext. 292
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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
London Stock Exchange. RNS is approved by the Financial Conduct
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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