TIDMAFHP
RNS Number : 3837O
Cortina Bidco Limited
09 February 2021
Amendment - this form replaces the Form 8 (OPD) released at
11:21 on 8 February 2021. Changes made to Section 3
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: Cortina Bidco Limited
(b) Owner or controller of interests and short positions disclosed, if Funds managed by Flexpoint Ford LLC
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 AFH Financial Group plc
relates:
Use a separate form for each offeror/offeree
------------------------------------
(d) Is the discloser the offeror or the offeree? Offeror
------------------------------------
(e) Date position held: 5 February 2021
The latest practicable date prior to the disclosure
------------------------------------
(f) In addition to the company in 1(c) above, is the discloser making N/A
disclosures in respect
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: NIL
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 purchase/sell: NIL NIL NIL NIL
------- ---- ----------- -----
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:
None
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) YES
Supplemental Form 8 (SBL) NO
----
Date of disclosure: 8 February 2021
Contact name: Daniel Edelman
---------------------------------------------------------------------------------------
Telephone number: +44 (0) 203 798 5700
(via Raymond James Financial International Limited (Sole Financial Adviser to Bidco))
---------------------------------------------------------------------------------------
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 .
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION)
POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Full name of person making disclosure: Cortina Bidco Limited
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: AFH Financial Group Plc
------------------------
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of Product Written or Number of Exercise price Type Expiry date
relevant description purchased securities to per unit e.g. American,
security e.g. call which option European etc.
option or derivative
relates
NIL NIL NIL NIL NIL NIL NIL
--------------- ---------------- --------------- ---------------- ---------------- ------------
3. AGREEMENTS TO PURCHASE OR SELL ETC.
Full details should be given so that the nature of the
interest or position can be fully understood:
4,294,065 ordinary shares of GBP0.10 (constituting 9.9%
of the Offeree's issued share capital as at 22 January
2021) owned by Alan Hudson (CEO of the Offeree) are the
subject of a cash sale agreement between the Offeror and
Alan Hudson, pursuant to which the Offeror will acquire
such shares on the Effective Date (as defined in the scheme
document relating to the Offeror's recommended cash offer
for AFH Financial Group Plc).
A copy of the agreement is disclosed at https://www.afhwm.co.uk/investor-relations/offer/documents/.
It is not necessary to provide details on a Supplemental Form
(Open Positions) with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be
stated.
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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END
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