TIDMCTP

RNS Number : 2354L

Castleton Technology PLC

29 April 2020

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:                                                                  Castleton Technology plc 
 (b) Owner or controller of interests and short positions disclosed, if different from        N/A 
 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:      Castleton Technology plc 
  Use a separate form for each offeror/offeree 
                                                                                             ------------------------- 
 (d) Is the discloser the offeror or the offeree?                                             OFFEREE 
                                                                                             ------------------------- 
 (e) Date position held:                                                                      28/04/2020 
  The latest practicable date prior to the disclosure 
                                                                                             ------------------------- 
 (f) In addition to the company in 1(c) above, is the discloser making disclosures in         N/A 
 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:                                                          Ordinary shares of 2p each 
                                                                                     Interests        Short positions 
                                                                                ------------------  ------------------ 
                                                                                    Number      %       Number       % 
                                                                                -------------  ---  -------------- 
 (1) Relevant securities owned and/or controlled:                                    Nil        0         Nil        0 
                                                                                -------------  ---  -------------- 
 wa(2) Cash-settled derivatives:                                                     Nil        0         Nil        0 
                                                                                -------------  ---  -------------- 
 (3) Stock-settled derivatives (including options) and agreements to 
  purchase/sell:                                                                     Nil        0         Nil        0 
                                                                                -------------  ---  -------------- 
 
   TOTAL:                                                                            Nil        0         Nil        0 
                                                                                -------------  ---  -------------- 
 
   (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 

3(a) Shares held by directors of Castleton Technology plc and their concert parties

 
Director                    Number of Castleton  Percentage of existing 
                          Technology plc shares    Castleton Technology 
                                                         plc shares (%) 
Dean Dickson (CEO)                      219,750                    0.27 
Haywood Chapman (CFO)                     1,000                    0.00 
David Payne (Chairman)                   68,013                    0.08 
Philip Kelly (NED)                      136,360                    0.17 
Paul Gibson (NED)                        10,000                    0.01 
 

3(b) Directors' rights to subscribe to Castleton Technology plc shares

 
                   Number of 
                   Castleton  Exercise 
                  Technology     Price                              Exercise 
Name                  Shares   (pence)                                Period 
Dean Dickinson                                    Lapse on tenth anniversary 
 (CEO)               416,665      60.0                  of the date of grant 
                                                  Lapse on tenth anniversary 
                     787,148       2.0                  of the date of grant 
                                                          42 months from the 
                       5,072      82.8                         date of grant 
                                                          42 months from the 
                       2,250      80.0                         date of grant 
Haywood Chapman                                   Lapse on tenth anniversary 
 (CFO)               132,224      24.9                  of the date of grant 
                                                  Lapse on tenth anniversary 
                     463,690      24.9                  of the date of grant 
                                                          42 months from the 
                       5,072      82.8                         date of grant 
David Payne                                       Lapse on tenth anniversary 
 (Chairman)          173,382      24.9                  of the date of grant 
Philip Kelly                                      Lapse on tenth anniversary 
 (NED)                86,691      24.9                  of the date of grant 
Paul Gibson              N/A       N/A                                   N/A 
 (NED) 
 

3(c) Shares held by the Castleton Technology plc EBT

N/A

   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:    29 April 2020 
 Contact name:          Haywood Chapman 
                       ---------------- 
 Telephone number:      0845 241 0220 
                       ---------------- 
 

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END

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