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:
|
Brand
Architekts Group plc ("Brand
Architekts")
|
|
(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
|
Brand
Architekts
|
|
(d) Is the discloser the
offeror or the offeree?
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OFFEREE
|
|
(e) Date position
held:
The latest practicable date
prior to the disclosure
|
18 December
2024
|
|
(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"
|
No
|
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 5 pence
each
|
|
|
Interests
|
Short
positions
|
|
Number
|
%
|
Number
|
%
|
|
(1) Relevant securities owned
and/or controlled:
|
Nil
|
0.00
|
Nil
|
0.00
|
|
(2) Cash-settled
derivatives:
|
Nil
|
0.00
|
Nil
|
0.00
|
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
Nil
|
0.00
|
Nil
|
0.00
|
|
TOTAL:
|
Nil
|
0.00
|
Nil
|
0.00
|
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:
|
N/A
|
|
Details, including nature of
the rights concerned and relevant percentages:
|
N/A
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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) Holdings of Ordinary Shares of 5 pence each by
directors of Brand Architekts and their close relatives
|
Name
|
No. Ordinary Shares
Held
|
% of total issued share
capital carrying voting rights
|
|
Quentin
Higham
|
37,037
|
0.13%
|
|
Roger
McDowell
|
1,676,490
|
6.00%
|
|
Christopher
How
|
196,686*
|
0.70%
|
*This includes 109,470
ordinary shares held by Christopher How and 87,216 ordinary shares
held by his close relative
(b) The
directors of Brand Architekts have the following rights to
subscribe for the following relevant securities under the share
options plans:
Quentin
Higham
|
Plan/award
|
Date of
award
|
Number of
shares
|
Exercise
price
|
Vesting
date
|
Expiry date
|
|
Long Term
Incentive Plan 2023
|
12 December
2023
|
169,231
|
£0.265
|
12 December
2026
|
12 December
2029
|
|
2017
Company Share Option Plan
|
12 December
2023
|
230,769
|
£0.265
|
12 December
2026
|
12 December
2029
|
|
Long Term
Incentive Plan 2023
|
9 June
2023
|
230,000(1)
|
nil
|
30 June
2026
|
n/a
|
(1) The performance conditions for this award have
not been met and so this award will not vest or be exercisable as a
result of the Acquisition
Geoff Ellis
|
Plan/award
|
Date of
award
|
Number of
shares
|
Exercise
price
|
Vesting
date
|
Expiry date
|
|
2017
Company Share Option Plan
|
14 December
2023
|
50,000
|
£0.265
|
14 December
2026
|
14 December
2029
|
|
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
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(c)
Attachments
Are
any Supplemental Forms attached?
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Supplemental Form 8 (Open
Positions)
|
NO
|
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Supplemental Form 8
(SBL)
|
NO
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Date of disclosure:
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18 December
2024
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Contact name:
|
Geoff Ellis, Chief Financial
Officer
|
Telephone number:
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+44 (0)20 3166
2840
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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.