TIDM7DIG
RNS Number : 3294Q
7digital Group PLC
17 February 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: 7digital Group 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: 7digital Group Plc
Use a separate form for each offeror/offeree
-------------------
(d) Is the discloser the offeror or the offeree? OFFEREE
-------------------
(e) Date position held: 16 February 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 respect N/A
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 0.01p each
Interests Short positions
------------------ ------------------
Number % Number %
---------- ------ ----------- -----
(1) Relevant securities owned and/or controlled: Nil Nil Nil Nil
---------- ------ ----------- -----
(2) Cash-settled derivatives: Nil Nil Nil Nil
---------- ------ ----------- -----
(3) Stock-settled derivatives (including options) and agreements to Nil Nil Nil Nil
purchase/sell:
---------- ------ ----------- -----
Nil Nil 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: 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:
1. Directors' Interests
a) Directors' holdings of ordinary shares of 0.01p each ( "Ordinary Shares") in 7digital
Group plc (the "Company")
Director Number of Percentage
Ordinary Shares of Company's
held existing issued
share capital
Mark Foster 587,943 0.02%
----------------- -----------------
Paul Langworthy 21,146 0.00%
----------------- -----------------
Michael Juskiewicz 1,000,000 0.04%
----------------- -----------------
David Lazarus (1) 742,436,219 27.27%
----------------- -----------------
Tamir Koch (2) 446,512,126 16.40%
----------------- -----------------
Total : 1,190,557,434 43.74%
----------------- -----------------
Notes :
1. Held indirectly via Magic Investments S.A. of which Mr Lazarus is a director and controlling
shareholder.
2. 445,012,126 of these shares are held indirectly via Shmuel Koch Holdings Limited of which
Mr Koch is a director.
b) Directors' holdings of share options
Exercise price (p)
Director Number Date Date Date
of of of of
options grant vesting expiry
over
Ordinary
Shares
held
Paul 2,650,000 29/08/2018 29/08/2021 27/05/2031 Nil
Langworthy
----------- ----------- ----------- ----------- -------------------
10,666,667 27/05/2021 01/07/2022 27/05/2031 0.01
----------- ----------- ----------- ----------- -------------------
1,283,333 27/05/2021 01/04/2022 27/05/2031 0.01
----------- ----------- ----------- ----------- -------------------
Michael
Juskiewicz 8,000,000 27/05/2021 18/07/2022 27/05/2031 0.01
----------- ----------- ----------- ----------- -------------------
Mark
Foster 5,000,000 27/05/2021 21/07/2021 27/05/2031 0.01
----------- ----------- ----------- ----------- -------------------
Helen
Gilder 527,778 27/05/2021 21/07/2021 27/05/2031 0.01
----------- ----------- ----------- ----------- -------------------
2 . Interests of other persons considered to be acting in concert with the Company
Name Number of Percentage
Ordinary Shares of Company's
held existing issued
share capital
L arry Schewitz* 90,111,111 3.31%
----------------- -----------------
Alan Da Costa** 51,111,111 1.88%
----------------- -----------------
Noam Band*** 89,000,000 3.27%
----------------- -----------------
Graeme Lazarus**** 8,888,889 0.33%
----------------- -----------------
Notes :
* Pre-existing concert party member as set out in the Company's announcement of 26 September
2019. Ordinary Shares held via LAS Investments Limited, an investment vehicle beneficially
owned and controlled by Mr Schewitz.
** Pre-existing concert party member as set out in the Company's announcement of 26 September
2019. Board observer and general counsel for, and director of the ultimate parent company
of, Magic Investments S.A.
*** Board observer.
**** Ordinary Shares held indirectly via Ground Control Investments Limited of which Graeme
Lazarus is a beneficial owner. He is the brother of David Lazarus and is also a substantial
shareholder and director of the ultimate parent company of Magic Investments S.A.
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 February 2023
Contact name: Paul Langworthy
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Telephone number: +44 (0) 7983 494 937
---------------------
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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