TIDMFWD
RNS Number : 0352W
Forward Partners Group PLC
07 December 2023
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: Forward Partners Group plc
(b) Owner or controller of interests and short positions disclosed, if different from N/A
1(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: Forward Partners Group plc
Use a separate form for each offeror/offeree
---------------------------
(d) Is the discloser the offeror or the offeree? Offeree
---------------------------
(e) Date position held: 6 December 2023
The latest practicable date prior to the disclosure
---------------------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures in Yes
respect
of any other party to the offer? Molten Ventures plc
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: N/A N/A N/A N/A
------- ---- ----------- -----
(2) Cash-settled derivatives: N/A N/A N/A N/A
------- ---- ----------- -----
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: N/A N/A N/A N/A
------- ---- ----------- -----
N/A N/A N/A N/A
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: N/A
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 held by persons acting in concert with the Offeree,
including directors of the Offeree, their close relatives and the
related trusts of any of them (excluding options, which are set out
below):
Name Number Percentage of
of shares issued share capital
BlackRock Investment Management
(UK) Limited 94,748,939 70.38
----------- ----------------------
Jonathan McKay 600,000 0.44
----------- ----------------------
Nicholas Brisbourne 382,920 0.28
----------- ----------------------
James Dover 382,918 0.28
----------- ----------------------
Christopher Smith 40,000 0.02
----------- ----------------------
b) Options held by directors of the Offeree, their close
relatives and the related trusts of any of them:
Name Plan/award Date of Number Exercise Normal vesting
award of options price date
Nicholas Long Term 6 January 323,318 GBP0.01 One third on
Brisbourne Incentive 2022 per share 19 July 2024
Plan
One third on
19 July 2024
One third on
19 July 2026
----------- ----------- ------------ ----------- ---------------
Long Term 13 June 777,616 GBP0.01 One third on
Incentive 2023 per share 31 December
Plan 2025
One third on
31 December
2026
One third on
31 December
2027
----------- ----------- ------------ ----------- ---------------
Lloyd Smith Long Term 20 October 155,946 GBP0.01 One third on
Incentive 2022 per share 19 July 2024
Plan
One third on
19 July 2024
One third on
19 July 2026
----------- ----------- ------------ ----------- ---------------
Long Term 13 June 617,151 GBP0.01 One third on
Incentive 2023 per share 31 December
Plan 2025
One third on
31 December
2026
One third on
31 December
2027
----------- ----------- ------------ ----------- ---------------
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: 7 December 2023
Contact name: Lloyd Smith, CFO and Company Secretary
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Telephone number: 07846 618 191
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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
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