TIDMPIRI TIDMTERN

RNS Number : 0163O

Pires Investments PLC

08 June 2022

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:                                                                    Pires Investments 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:        Pires Investments plc 
  Use a separate form for each offeror/offeree 
                                                                                               ---------------------- 
 (d) Is the discloser the offeror or the offeree?                                               OFFEREE 
                                                                                               ---------------------- 
 (e) Date position held:                                                                        7 June 2022 
  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   No 
  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 shares of 0.25p each in Pires Investments plc 
  Ordinary Shares 
                                                                     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              Nil                             Nil 
 agreements to purchase/sell: 
                                                         ------------------------  ------  --------------------  ----- 
                                                                    Nil                             Nil 
   TOTAL: 
                                                         ------------------------  ------  --------------------  ----- 
 
 
 Class of relevant security:                   Warrants over ordinary shares of 0.25p each in Pires Investments plc 
  Warrants over Ordinary Shares 
                                                          Interests                           Short positions 
                                           ---------------------------------------  ---------------------------------- 
                                                       Number                 %               Number              % 
                                           ------------------------------  -------  -------------------------  ------- 
 (1) Relevant securities owned and/or                    Nil                                   Nil 
 controlled: 
                                           ------------------------------  -------  -------------------------  ------- 
 (2) Cash-settled derivatives:                           Nil                                   Nil 
                                           ------------------------------  -------  -------------------------  ------- 
 (3) Stock-settled derivatives (including                Nil                                   Nil 
 options) and agreements to 
 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:   Nil 
                                                                              ---- 
 
   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) Ordinary Shares of 0.25 pence each held by Riverfort Global Opportunities plc ("RGO") 
    Shareholder         Pires Ordinary   Percentage of 
                            Shares        Pires issued 
                                          share capital 
    Riverfort Global 
     Opportunities 
     plc                  30,914,193         19.23% 
                       ---------------  --------------- 
 
 
   Note: Nicholas Lee, Director of Pires, is Investment Director of Riverfort Global Opportunities 
   plc 
 
   (b) Warrants over ordinary shares of 0.25 pence each held by Riverfort Global Opportunities 
   plc 
         Shareholder        Warrants    Date of    Exercise    Expiry 
                               held      grant     price per     date 
                                                   ordinary 
                                                     share 
          Riverfort 
     Global Opportunities               30 June                30 June 
             plc            4,814,200     2020    4.0 pence      2022 
                           ----------  --------  -----------  -------- 
 
 
   Note: Nicholas Lee, Director of Pires, is Investment Director of Riverfort Global Opportunities 
   plc 
 

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:    8 June 2022 
 Contact name:          Nicholas Lee (Director) 
                       ------------------------ 
 Telephone number:      +44 (0) 20 3368 8961 
                       ------------------------ 
 

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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June 08, 2022 02:00 ET (06:00 GMT)

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