TIDMPIRI

RNS Number : 9282Q

Pires Investments PLC

01 July 2022

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the "Code")

   1.         KEY INFORMATION 
 
 (a) Full name of discloser:                                                                     Chris Akers 
 (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. 
                                                                                                ---------------------- 
 (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) If an exempt fund manager connected with an offeror/offeree, state this and specify 
 identity 
 of offeror/offeree: 
                                                                                                ---------------------- 
 (e) Date position held/dealing undertaken:                                                      30 June 2022 
 For an opening position disclosure, state 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 PERSON 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 following the dealing (if any)

 
 Class of relevant security:                                 Ordinary shares of 0.25p each in Pires Investments plc 
                                                                        Interests                    Short positions 
                                                         ---------------------------------------  -------------------- 
                                                                  Number                 %            Number        % 
                                                         ------------------------                 --------------  ---- 
 (1) Relevant securities owned and/or controlled:               25,150,000             15.65 
                                                         ------------------------  -------------  --------------  ---- 
 (2) Cash-settled derivatives: 
                                                         ------------------------  -------------  --------------  ---- 
 (3) Stock-settled derivatives (including options) and 
 agreements to purchase/sell: 
                                                         ------------------------  -------------  --------------  ---- 
 
   TOTAL:                                                       25,150,000             15.65 
                                                         ------------------------  -------------  --------------  ---- 
 

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).

   (b)        Rights to subscribe for new securities (including directors' and other employee options) 
 
 Class of relevant security in relation to which             Ordinary shares of 0.25p each in Pires Investments plc 
 subscription right exists: 
 Details, including nature of the rights concerned and       13,000,000 warrants held over ordinary shares of 0.25p 
 relevant percentages:                                       each in Pires Investments plc, with 
                                                             an exercise price of 4 pence per warrant and expiry date 
                                                             30 June 2022 * 
                                                            ---------------------------------------------------------- 
 * In accordance with the terms of the Pires Warrants, the holder has exercised his Pires 
  Warrants over 13,000,000 Pires Shares conditional only on the Scheme becoming Effective by 
  delivering a Conditional Warrant Notice to Pires. The Pires Warrants subject to the Conditional 
  Warrant Notice will exercise automatically on or prior to the date on which the Scheme becomes 
  Effective, provided that the holder pays the aggregate exercise price to Pires, upon which 
  the resulting 13,000,000 Pires Shares will be subject to the Scheme and be acquired by Tern. 
  If the holder fails to pay the aggregate exercise to Pires prior to the Effective Date, the 
  holder must pay the exercise price within seven days of the Scheme becoming Effective, otherwise 
  the Pires Warrants will lapse. On payment of the aggregate exercise price after the Effective 
  Date, the Pires Warrants will exercise and the resulting 13,000,000 Pires Shares will be subject 
  to the Scheme pursuant to the new provisions in Pires's articles of association. The holder 
  may unilaterally waive the condition and pay the aggregate exercise price to exercise the 
  Pires Warrants at any time prior to the Scheme becoming Effective. If the holder has not waived 
  the condition and exercised the Pires Warrants or if the Scheme does not become Effective 
  in each case within 60 days of the date of the Conditional Warrant Notice, the Conditional 
  Warrant Notice shall be deemed to be withdrawn and the Pires Warrants shall lapse. 
 
   3.         DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE 

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

   (a)        Purchases and sales 
 
 Class of relevant security   Purchase/sale   Number of securities   Price per unit 
 
 
   (b)        Cash-settled derivative transactions 
 
    Class of relevant       Product description      Nature of dealing         Number of reference      Price per unit 
         security                 e.g. CFD         e.g. opening/closing a           securities 
                                                    long/short position, 
                                                   increasing/reducing a 
                                                    long/short position 
 
 
   (c)        Stock-settled derivative transactions (including options) 
   (i)         Writing, selling, purchasing or varying 
 
   Class of       Product        Writing,      Number of       Exercise          Type       Expiry date   Option money 
   relevant     description    purchasing,     securities      price per         e.g.                        paid/ 
   security      e.g. call       selling,       to which         unit         American,                   received per 
                   option      varying etc.      option                        European                       unit 
                                                relates                          etc. 
 
 
   (ii)        Exercise 
 
   Class of relevant      Product description   Exercising/ exercised    Number of securities     Exercise price per 
        security            e.g. call option           against                                           unit 
 
 
   (d)        Other dealings (including subscribing for new securities) 
 
  Class of relevant security          Nature of dealing                Details                Price per unit (if 
                                e.g. subscription, conversion                                     applicable) 
 Ordinary shares of 0.25p       Conditional exercise of         See section 2(b) above   4 pence 
 each in Pires Investments      warrants 
 plc 
                               ------------------------------  -----------------------  ------------------------------ 
 
   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 person making the disclosure and any party to the offer or 
  any person acting in concert with a party to the offer: 
  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 person 
  making the disclosure 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 
 
 Is a Supplemental Form 8 (Open Positions) attached?   NO 
 
 
 Date of disclosure:   1 July 2022 
 Contact name:         Chris Akers 
                      ------------ 
 Telephone number*: 
                      ------------ 
 

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.

*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .

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