FORM 8 (DD)
PUBLIC DEALING
DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT
(INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT
CLIENTS)
Rules 8.1, 8.2 and
8.4 of the Takeover Code (the “Code”)
1. KEY
INFORMATION
| (a)
Full name of discloser: |
Scott
Taunton |
(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 |
Wireless
Group plc |
(d)
Status of person making the disclosure:
e.g. offeror, offeree, person acting in
concert with the offeror/offeree (specify name of
offeror/offeree) |
Person
acting in concert with Wireless Group plc |
| (e)
Date dealing undertaken: |
6
September 2016 |
(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” |
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
| Class of relevant
security: |
Wireless Group plc ordinary shares of 7p each |
|
Interests |
Short
positions |
| Number |
% |
Number |
% |
| (1) Relevant
securities owned and/or controlled: |
290,958 |
0.42 |
Nil |
0.0 |
| (2) Cash-settled
derivatives: |
Nil |
0.0 |
Nil |
0.0 |
| (3) Stock-settled
derivatives (including options) and agreements to
purchase/sell: |
Nil |
0.0 |
Nil |
0.0 |
TOTAL: |
290,958 |
0.42 |
Nil |
0.0 |
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 (including directors’ and other employee
options)
| Class
of relevant security in relation to which subscription right
exists: |
Wireless Group plc ordinary shares of 7p each |
|
Details, including nature of the rights concerned and relevant
percentages: |
Rights to subscribe
for 378,430 shares, 0.5% of the fully diluted share capital of
Wireless Group plc, pursuant of the Wireless Group plc Long Term
Incentive Plan |
3. DEALINGS 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
(i) Party to an
offer or person acting in concert (except for a principal trader in
the same group as a connected adviser)
| Class of relevant
security |
Purchase/sale |
Number of
securities |
Price per
unit |
| Wireless Group plc
ordinary shares of 7p each |
Purchase |
47 |
£3.1472 |
(ii) Principal trader
where the sole reason for the connection is that the principal
trader is in the same group as a connected adviser
| Class of relevant
security |
Purchases/
sales |
Total number of
securities |
Highest price per
unit paid/received |
Lowest price per
unit paid/received |
|
|
|
|
|
(b) Cash-settled
derivative transactions
| Class of relevant
security |
Product
description
e.g. CFD |
Nature of
dealing
e.g. opening/closing a long/short position, increasing/reducing
a long/short position |
Number of
reference securities |
Price per
unit |
|
|
|
|
|
(c) Stock-settled
derivative transactions (including options)
(i) Writing,
selling, purchasing or varying
| Class of relevant
security |
Product
description e.g. call option |
Writing,
purchasing, selling, varying etc. |
Number of
securities to which option relates |
Exercise price per
unit |
Type
e.g. American, European etc. |
Expiry
date |
Option money paid/
received per unit |
|
|
|
|
|
|
|
|
(ii) Exercise
| Class of relevant
security |
Product
description
e.g. call option |
Exercising/
exercised against |
Number of
securities |
Exercise price per
unit |
|
|
|
|
|
(d) Other dealings
(including subscribing for new securities)
| Class of relevant
security |
Nature of
dealing
e.g. subscription, conversion |
Details |
Price per unit (if
applicable) |
|
|
|
|
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 or person acting in concert making the
disclosure and any other person:
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 or person acting in concert 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
Are any Supplemental Forms
attached?
|
Supplemental Form 8 (Open Positions) |
NO |
|
Supplemental Form 8 (SBL) |
NO |
| Date
of disclosure: |
9
September 2016 |
|
Contact name: |
Scott
Taunton |
|
Telephone number: |
+44
(0)1925 251 801 |
Public disclosures under Rule 8 of
the Code must be made to a Regulatory Information Service and must
also be emailed to the Takeover Panel at
monitoring@disclosure.org.uk. The Panel’s Market Surveillance
Unit is available for consultation in relation to the Code’s
dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s
website at www.thetakeoverpanel.org.uk.