TIDMIMO
RNS Number : 0895J
IMImobile PLC
18 December 2020
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: IMImobile 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.
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: IMImobile PLC
Use a separate form for each offeror/offeree
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(d) Is the discloser the offeror or the offeree? OFFEREE
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(e) Date position held: 17 December 2020
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"
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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 10 pence each
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 Nil Nil Nil Nil
purchase/sell:
----------- ------ ---------- ------
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: None
Details, including nature of the rights concerned and relevant percentages: N/A
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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 held by directors of IMImobile plc and their close relatives and related trusts
in the ordinary shares of 10 pence each in the capital of the Offeree ("Ordinary Shares")
Director Number of ordinary Percentage of total
shares held issued share capital
(to 2 d.p.)
Vishwanath Alluri 6,296,457 [1] 7.63
------------------- ----------------------
Jayesh Patel 3,632,500 4.40
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Shyamprasad Bhat 470,012 0.57
------------------- ----------------------
John Allwood 20,000 0.02
------------------- ----------------------
Michael Jeffries 13,424 0.02
------------------- ----------------------
[1] Tarimela Advisors Private Limited is the registered holder of 6,141,957 Ordinary Shares
and Shriram Alluri is the registered holder of 69,500 Ordinary Shares, all of which Vishwanath
Alluri is the beneficial holder / ultimately controls the voting rights over.
b) Awards held by Michael Jefferies (in the form of rights to acquire Ordinary Shares)
Plan Date of Vesting Expiry Exercise No. of
grant date of date price (pence) Ordinary
options Shares under
in their option
entirety
IMImobile
Europe
Limited
Flowering 16 May 30 June
Share Plan 2014 2018 N/A N/A 450,000
------------- ----------- ------------ -------------- --------------
IMImobile
2014
Unapproved
Group Option
Plan
("IMImobile 24 January 30 June 22 January
UGOP Plan") 2017 2020 2027 180 250,000
------------- ----------- ------------ -------------- --------------
IMImobile 25 March 30 June 23 March
UGOP Plan 2019 2022* 2029 250 350,000
------------- ----------- ------------ -------------- --------------
IMImobile 7 August 30 August 6 August
UGOP Plan 2020 2024** 2030 300 350,000
------------- ----------- ------------ -------------- --------------
IMImobile
Global SAYE 3 September 1 October 1 April
Plan 2020 2023*** 2024 296 6,081
------------- ----------- ------------ -------------- --------------
*This option is due to vest as to 175,000 Ordinary Shares on 30 June 2021, and as to the remaining
175,000 Ordinary Shares on 30 June 2022. This option will vest in its entirety upon a change
of control.
** This option is due to vest as to 175,000 Ordinary Shares on 30 August 2023, and as to the
remaining 175,000 Ordinary Shares on 30 August 2024. This option will vest in its entirety
upon a change of control.
*** This option will vest in part automatically as a result of a change of control, calculated
by reference to the extent of the savings made under the related savings contract on the date
of exercise. Any unvested part of the option would lapse.
c) Awards held by Jayesh Patel (in the form of Ordinary Shares)
Plan Date of Vesting Expiry Exercise No. of
grant date of date price (pence) Ordinary
options Shares under
in their option
entirety
IMImobile 24 January 30 June 22 January
UGOP Plan 2017 2020 2027 180 600,000
------------- ----------- ------------ -------------- --------------
IMImobile 25 March 30 June 23 March
UGOP Plan 2019 2022* 2029 250 800,000
------------- ----------- ------------ -------------- --------------
IMIMobile 7 August 30 August 6 August
UGOP Plan 2020 2024** 2030 300 800,000
------------- ----------- ------------ -------------- --------------
IMImobile
Global SAYE 3 September 1 October 1 April
Plan 2020 2023*** 2024 296 6,081
------------- ----------- ------------ -------------- --------------
* This option is due to vest as to 400,000 Ordinary shares on 30 June 2021, and as to the
remaining 400,000 Ordinary Shares on 30 June 2022. This option will vest in its entirety upon
a change of control.
** This option is due to vest as to 400,000 Ordinary Shares on 30 August 2023, and as to the
remaining 400,000 Ordinary Shares on 30 August 2024. This option will vest in its entirety
upon a change of control.
*** This option will vest in part automatically as a result of a change of control, calculated
by reference to the extent of the savings made under the related savings contract on the date
of exercise. Any unvested part of the option would lapse.
d) Awards held by Shyamprasad Bhat (in the form of Ordinary Shares)
Plan Date of Vesting Expiry date Exercise No. of
grant date of price (pence) Ordinary
options Shares under
in their option
entirety
IMImobile 26 June 30 June 25 June
UGOP Plan 2014 2018 2024 10 1,605,000
------------ ----------- ------------- --------------- ---------------
IMImobile 26 June 30 June 25 June
UGOP Plan 2014 2015 2024 120 120,000
------------ ----------- ------------- --------------- ---------------
IMImobile 24 January 30 June 22 January
UGOP Plan 2017 2020 2027 180 350,000
------------ ----------- ------------- --------------- ---------------
IMImobile 25 March 30 June 23 March
UGOP Plan 2019 2022* 2029 250 350,000
------------ ----------- ------------- --------------- ---------------
IMImobile 7 August 30 August 6 August
UGOP Plan 2020 2024** 2030 300 350,000
------------ ----------- ------------- --------------- ---------------
* This option is due to vest as to 175,000 Ordinary Shares on 30 June 2021, and as to the
remaining 175,000 Ordinary Shares on 30 June 2022. This option will vest in its entirety upon
a change of control.
** This option is due to vest as to 175,000 Ordinary Shares on 30 August 2023, and as to the
remaining 175,000 Ordinary Shares on 30 August 2024. This option will vest in its entirety
upon a change of control.
e) Awards held by Vishwanath Alluri (in the form of Ordinary Shares)
Plan Date of Vesting Expiry date Exercise No. of Ordinary
grant date of price (pence) Shares under
options option
in their
entirety
IMImobile 26 June 27 June 25 June
UGOP Plan 2014 2014 2024 10 98,879
--------- ----------- ------------- --------------- ----------------
IMImobile 26 June 30 June 25 June
UGOP Plan 2014 2015 2024 120 120,000
--------- ----------- ------------- --------------- ----------------
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: 18 December 2020
Contact name: Michael Jefferies, Group Chief Financial Officer
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Telephone number: +441494 750500
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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 .
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END
FEEGPGAPPUPUPGM
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December 18, 2020 02:00 ET (07:00 GMT)
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