GBGI Limited Form 8 (OPD) (GBGI) (6865H)
19 Novembre 2018 - 8:00AM
UK Regulatory
TIDMGBGI
RNS Number : 6865H
GBGI Limited
19 November 2018
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: GBGI Limited ("GBGI")
(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: GBGI (Offeree)
Use a separate form for each offeror/offeree
----------------------
(d) Is the discloser the offeror or the offeree? Offeree
----------------------
(e) Date position held: 16 November 2018
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: GBGI ordinary shares of US$0.001
Interests Short positions
-------------------- ------------------
Number % Number %
-------------- ---- ------------- ---
(1) Relevant securities owned and/or controlled: NIL NIL
-------------- ---- ------------- ---
(2) Cash-settled derivatives: NIL NIL
-------------- ---- ------------- ---
(3) Stock-settled derivatives (including options) and agreements to NIL NIL
purchase/sell:
-------------- ---- ------------- ---
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: N/A
----
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 of the directors of GBGI in the ordinary shares of US$0.001 each
Director Number of ordinary shares in GBGI Percentage of issued ordinary share capital in GBGI (per
cent.)
---------------------------------- --------------------------------------------------------------
Mr Andy Thorburn 26,100,462 30.01
---------------------------------- --------------------------------------------------------------
Mr Robert Sass 6,653,400 7.65
---------------------------------- --------------------------------------------------------------
William Ward 66,666 0.08
---------------------------------- --------------------------------------------------------------
b) Interests of related trusts of the directors of GBGI in the ordinary shares of US$0.001
each
Name Number of ordinary shares in GBGI Percentage of issued ordinary share capital in
GBGI (per cent.)
---------------------------------- ---------------------------------------------------
Finbar GBG Holdings Ltd (1) 11,281,700 12.97
---------------------------------- ---------------------------------------------------
(1) Finbar is a related trust of David Gibson.
c) Interests of persons acting in concert with directors of GBGI in the ordinary shares of
US$0.001 each
Name Number of ordinary shares in GBGI Percentage of issued ordinary share capital in GBGI (per
cent.)
---------------------------------- --------------------------------------------------------------
Mr Edward Zutler 6,641,700 7.64
---------------------------------- --------------------------------------------------------------
Mr David Gibson 1,200,000 1.38
---------------------------------- --------------------------------------------------------------
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: 16 November 2018
Contact name: Emma Gabriel
--------------------
Telephone number: +44 (0)20 7523 8000
--------------------
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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