TIDMFOOT
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): 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: Footasylum 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: 25 March 2019
The latest practicable date prior to the disclosure
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(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: 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
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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:
The directors of Footasylum plc (the "Company") have the following interests in Ordinary Shares
of the Company:
Director Interest in Ordinary % of issued Ordinary
Shares 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 Option exercise
Shares 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 Option exercise
Shares 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 % of issued Ordinary
Shares 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 Option exercise
Shares 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
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Telephone number: +44 (0) 1706 746 777
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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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