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:
|
Checkit
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
|
Checkit
plc
|
|
(d) Is the discloser the
offeror or the offeree?
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Offeror
|
|
(e) Date position
held:
The latest practicable date
prior to the disclosure
|
11th June 2024
|
|
(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"
|
No
|
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
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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
|
|
TOTAL:
|
Nil
|
Nil
|
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:
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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 held by directors of Checkit plc and their close
relatives and related trusts
|
Name
|
Number of
shares
|
Percentage of total issued
share capital of Checkit plc
|
|
Keith
Daley
|
21,525,366
|
19.93%
|
|
Christopher
Kyte
|
167,872
|
0.16%
|
|
Gregory
Price
|
54,350
|
0.05%
|
|
Simon
Greenman
|
56,347
|
0.05%
|
|
Alexandra
Curran
|
1,600
|
0.01%
|
(B)
Interests held by directors of Checkit plc under its Enterprise
Management Incentive Plan approved in May 2020 and its Company
Share Option Plan adopted in March 2022
|
Name
|
Number of shares (under
option)
|
Date of
grant
|
Vesting
date
|
Expiry date
|
Exercise price (per
share)
|
|
Gregory
Price
|
100,000
|
17 February
2021
|
17 February
2024
|
17 February
2031
|
55.5p
|
|
Gregory
Price
|
845,653
|
9 January
2023
|
9 July
2025
|
9 January
2033
|
23p
|
|
Christopher
Kyte
|
1,500,000*
|
25 March
2022
|
from 25
March 2025
|
From 25
March 2025
|
0.05p
|
|
Christopher
Kyte
|
500,000
|
9 January
2023
|
9 January
2026
|
9 January
2033
|
23p
|
*The options shall vest in
three tranches of 500,000, with the first tranche vesting (subject
to the satisfaction of certain conditions being met) 10 business
days after the publication of the audited consolidated accounts of
the group for the financial years ended 31 January 2025, 31 January
2026 and 31 January 2027. Accordingly, the 500k options tranches
will expire in or around March 2025, March 2026 and March 2027 if
exercise conditions are not met.
|
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
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(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
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Date of disclosure:
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12th June
2024
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Contact name:
|
Hugh
Wooster
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Telephone number:
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0755354180
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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.