Company Announcements

Replacement - Form 8 (OPD) (Crestchic plc)

Source: RNS
RNS Number : 3891K
Crestchic PLC
20 December 2022
 

FORM 8 (OPD)

 

AMENDMENT TO PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER (RNS NUMBER: 3252K) IN SECTION 3(A)

 

Following the Company's Opening Position Disclosure of 20 December 2022, the Company has updated the details of the interests held by one of the Directors of the Company. These details are set forth in Section 3(a) below

 

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

Crestchic plc

(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

Crestchic plc

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

19 December 2022

(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"

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:

 

10p Ordinary

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

0

0

0

0

(2) Cash-settled derivatives:

 

0

0

0

0

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

0

0

0

0

 

     TOTAL:

0

0

0

0

 

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:

 

(a) Ordinary shares held by the Directors of Crestchic plc, and their close relatives, related trusts and connected persons:

 

Crestchic Director

 

Number of Crestchic Shares

 

Percentage of Crestchic issued share capital (excluding treasury shares)

Peter Harris


1,607,475


5.70%

Christopher Caldwell


14,140


0.05%

Iwan Phillips


20,000


0.07%

Nick Mills (Harwood Capital LLP)1


7,081,717


25.11%

Judith Aldersey-Williams


20,051


0.07%

Stephen Yapp


40,000


0.14%

Michelle Caldwell


10,000


0.03%

Caroline Harris


5,100


0.01%

Charlotte Harris


6,885


0.02%

Philippa Harris


5,000


0.01%

TOTAL


8,810,368

 

31.24%

 

1Nicholas Mills, Non-Executive Director of Crestchic plc, is the Fund Manager of Harwood Capital LLP which owns, through three entities connected with Harwood Capital LLP (being Rockwood Strategic Plc, Harwood Capital LLP and Oryx International Growth Fund Limited), 7,066,717 shares, representing 25.06% of the issued share capital of Crestchic plc. Harwood Capital LLP acts as investment manager for Rockwood Strategic plc and Harwood Capital LLP. Harwood Capital Management (Gibraltar) Ltd acts as investment manager for Oryx International Growth Fund Limited.

 

(b) Options and awards granted under Crestchic plc's share plans held by the directors of Crestchic plc

 

Crestchic CSOP Share Option Scheme:

 

Crestchic Director

 

Maximum number of Crestchic Shares awarded

 

Date of grant

 

Share price at grant (£)

Exercise price per share (£)

 

Vesting date

Christopher Caldwell


20,000


05/05/2017

1.02


0.90


10/05/2019

Christopher Caldwell


10,000


05/05/2017

1.02


1.02


05/05/2020

Christopher Caldwell


12,000


05/05/2017

1.02


1.50


05/05/2017

Christopher Caldwell


20,000


05/05/2017

1.02


1.86


05/05/2017

Christopher Caldwell


19,737


05/05/2017

1.02


2.09


05/05/2017

Christopher Caldwell


263


05/05/2017

1.02


2.09


05/05/2017

Christopher Caldwell


5,506


05/05/2017

1.02


2.82


05/05/2017

Christopher Caldwell


9,494


05/05/2017

1.02


2.82


05/05/2017

Christopher Caldwell


3,642


05/05/2017

1.02


3.28


05/05/2017

Christopher Caldwell


8,358


05/05/2017

1.02


3.28


05/05/2017

Christopher Caldwell


10,000


05/05/2017

1.02


3.78


17/04/2018

Christopher Caldwell


8,000


05/05/2017

1.02


4.54


05/05/2017

Christopher Caldwell


12,616


16/05/2018

1.30


1.30


16/05/2021

Christopher Caldwell


30,000


18/04/2019

1.58


1.58


18/04/2022

Christopher Caldwell


30,000


14/04/2020

0.96


0.96


14/04/2023

Iwan Phillips


20,000


05/05/2017

1.02


0.90


10/05/2019

Iwan Phillips


10,000


05/05/2017

1.02


1.02


05/05/2020

Iwan Phillips


5,015


16/05/2018

1.30


1.30


16/05/2021

Iwan Phillips


14,985


16/05/2018

1.30


1.30


16/05/2021

Iwan Phillips


30,000


18/04/2019

1.58


1.58


18/04/2022

Iwan Phillips


10,000


05/05/2017

1.02


2.82


05/05/2017

Iwan Phillips


8,000


05/05/2017

1.02


3.28


05/05/2017

Iwan Phillips


6,981


05/05/2017

1.02


3.78


05/05/2017

Iwan Phillips


3,019


05/05/2017

1.02


3.78


05/05/2017

Iwan Phillips


4,102


05/05/2017

1.02


4.54


05/05/2017

Iwan Phillips


3,898


05/05/2017

1.02


4.54


05/05/2017

Iwan Phillips


30,000


14/04/2020

0.96


0.96


14/04/2023

 

Crestchic Long Term Incentive Plan:

 

Crestchic Director

 

Maximum number of Crestchic Shares awarded

 

Date of grant

 

Share price at grant (£)

Peter Harris


375,000


15/06/2021


1.25

Christopher Caldwell


300,000


15/06/2021


1.25

Iwan Phillips


300,000


15/06/2021


1.25

Stephen Yapp


105,000


15/06/2021


1.25

Nitin Kaul


82,500


15/06/2021


1.25

Judith Aldersey-Williams


82,500


15/06/2021


1.25

 

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:

20 December 2022

Contact name:

Iwan Phillips, Finance Director

Telephone number:

+44 (0)128353 1645

 

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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