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:
|
Nightcap
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
|
Nightcap
plc
|
|
(d) Is the discloser the
offeror or the offeree?
|
OFFEROR
|
|
(e) Date position
held:
The latest practicable date
prior to the disclosure
|
16 May
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
|
Class of relevant
security:
|
|
|
|
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
purchase/sell:
|
Nil
|
-
|
Nil
|
-
|
|
TOTAL:
|
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:
|
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 in Nightcap plc's
ordinary shares held by the directors of Nightcap plc and their
close relatives, related trusts, concert parties and connected
advisers
|
Name
|
Number of ordinary shares
held
|
Percentage of voting share
capital
|
|
Sarah
Willingham-Toxvaerd
|
21,686,584
|
9.25%
|
|
Michael
Willingham-Toxvaerd
|
12,552,501
|
5.35%
|
|
Tobias Van
der Meer
|
9,050,000
|
3.86%
|
|
Lance
Moir
|
360,000
|
0.15%
|
|
Thi-Hanh
Jelf
|
180,000
|
0.08%
|
|
John James
Goodman
|
15,130,845
|
6.45%
|
|
Ava
Goodman(1)
|
1,621,162
|
0.69%
|
|
CGCC
Ltd(2)
|
901,312
|
0.38%
|
|
Judy
Draycott
|
43,478
|
0.02%
|
|
Allenby
Capital Limited (connected adviser)
|
500,000
|
0.21%
|
(1) Ava Goodman
is a close relative of John James Goodman
(2) CGCC Ltd is
a company which is beneficially controlled and owned by John James
Goodman
(b)
Interests of the directors of Nightcap plc in rights to subscribe
for shares in Nightcap plc
Options over ordinary shares
in Nightcap plc
|
Name
|
Date of
grant
|
Exercise price
(p)
|
Expiry Date
|
Number
Outstanding
|
|
Sarah
Willingham-Toxvaerd(3)
|
13 January
2021
|
10
|
13 January
2031
|
6,000,000
|
|
Michael
Willingham-Toxvaerd(3)
|
13 January
2021
|
10
|
13 January
2031
|
2,500,000
|
|
John James
Goodman(3)
|
13 January
2021
|
10
|
13 January
2031
|
1,400,000
|
(3) Details of
the vesting criteria of these share options can be found in
Nightcap plc's admission document published on 7 January
2021
|
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:
|
17 May 2024
|
Contact name:
|
Richard
Haley
|
Email address:
|
email@nightcapplc.com
|
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.
