TP Group PLC Form 8 (OPD) (TP Group plc) (8827F)
10 Novembre 2022 - 8:00AM
UK Regulatory
TIDMTPG TIDMSAG
RNS Number : 8827F
TP Group PLC
10 November 2022
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: TP 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: TP Group plc
Use a separate form for each offeror/offeree
----------------
(d) Is the discloser the offeror or the offeree? OFFEREE
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(e) Date position held: 9 November 2022
The latest practicable date prior to the disclosure
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(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect
of any other party to the offer? N/A
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 1p each in the capital of TP Group plc
Interests Short positions
--------------------------------- -----------------------------
Number % Number %
------------------------- ------ --------------------- ------
(1) Relevant securities owned and/or controlled: Nil Nil
------------------------- ------ --------------------- ------
(2) Cash-settled derivatives: Nil Nil
------------------------- ------ --------------------- ------
(3) Stock-settled derivatives (including options) Nil Nil
and agreements to purchase/sell:
------------------------- ------ --------------------- ------
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: Nil
Details, including nature of the rights concerned and relevant percentages: N/A
----
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) Ordinary Shares of 1p each in the capital of TP Group plc held by Directors of TP Group
plc and their close relatives:
Name No. of Shares % of Issued
Share Capital
David Lindsay (Non-Executive
Director) 2,600,000 0.33%
-------------- ---------------
Derren Stroud (Chief Financial
Officer) 653,847 0.08%
-------------- ---------------
b) Options and awards granted under TP Group's share option scheme held by the directors
of TP Group plc.
No directors of TP Group plc hold any options over ordinary shares in TP Group plc, nor any
other rights to subscribe for new ordinary shares.
c) Interests or rights to subscribe held by connected advisers of TP Group plc
Cenkos Securities plc holds warrants to subscribe for new ordinary shares in TP Group plc:
Name
Warrant Description Number Grant Lapse Exercise
holder of warrants of warrants date date price
over new
ordinary
shares
Cenkos Warrants 23,375,361 29 September 29 September 5.8p per
Securities to subscribe 2021 2026 share
plc for new
ordinary
shares
in TP Group
plc
-------------- ------------- ------------- ------------- ---------
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: 10 November 2022
Contact name: Derren Stroud, Chief Financial Officer and Company Secretary
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Telephone number: Tel: 01753 285802
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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 .
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END
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