Company Announcements

Form 8 (OPD) - Aquis Exchange PLC

Source: RNS
RNS Number : 9984M
Aquis Exchange PLC
20 November 2024
 

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:

Aquis Exchange 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

Aquis Exchange PLC

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

Offeree

(e) Date position held:

     The latest practicable date prior to the disclosure

19 November 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"

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 10 pence each

 

 

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

 

     TOTAL:

Nil

Nil

Nil

Nil

 

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:

 

Interests of directors

 

Aquis Exchange PLC ordinary shares held by directors of Aquis Exchange PLC (including shares held through nominee arrangements or under the Aquis Exchange PLC Share Incentive Plan ("SIP")):

 

Name

Number of Aquis Shares

Percentage of Aquis existing issued ordinary share capital

Alasdair Haynes

1,376,0661

4.99%

Richard Fisher

6,146

0.02%

Dr Ruth Wandhöfer

747

0.00%

Fields Wicker-Miurin

2,450

0.01%

1 Includes 10,966 SIP shares held by Alasdair Haynes' close relatives.

 

Interests held as options or awards by directors of Aquis Exchange PLC in ordinary shares of Aquis Exchange PLC:

 

I.          Alasdair Haynes:

 

A.

Aquis Exchange Limited Enterprise Management Incentive Share Option

 

No. of Options/Awards

Date of grant

Vesting Date

Maturity Date

Exercise price (£)

91,074

14/06/2018

14/06/2021

13/06/2028

2.69

29,743

14/06/2018

14/06/2021

13/06/2028

2.69

80,000

16/04/2020

16/04/2023

15/04/2030

3.47

8,0002

16/04/2020

16/04/2023

15/04/2030

3.47

 

2 Held by Mr Haynes' close relatives.

 

B.

Aquis Exchange Executive Share Option Plan

 

No. of Options/Awards

Date of grant

Vesting Date

Maturity Date

Exercise price (£)

276,680

26/04/2023

26/04/2026

25/04/2030

5.0375

334,450

18/04/2024

18/04/2027

17/04/2031

4.80

 

C.

Aquis Exchange Omnibus Plan

 

No. of Options

Date of grant

Vesting Date

Maturity Date

Exercise price (£)

45,775

15/06/2020

15/06/2023

14/06/2030

0.10

23,723

30/04/2021

30/04/2024

29/04/2031

0.10

33,163

29/04/2022

29/04/2025

28/04/2032

0.10

1,5513

26/04/2023

26/04/2026

25/04/2033

0.10

1,6784

18/04/2024

18/04/2027

17/04/2034

0.10

 

3 Held by Mr Haynes' close relatives.

4 Held by Mr Haynes' close relatives.

 

D.

Aquis Exchange CSOP

 

No. of Awards

Date of grant

Vesting Date

Maturity Date

Exercise price (£)

1,8245

30/04/2021

30/04/2024

29/04/2031

6.85

2,5516

29/04/2022

29/04/2025

28/04/2032

4.90

 

5 Held by Mr Haynes' close relatives.

6 Held by Mr Haynes' close relatives.

 

II.         Richard Fisher:

 

 

B.

Aquis Exchange Executive Share Option Plan

 

No. of Options/Awards

Date of grant

Vesting Date

Maturity Date

Exercise price (£)

214,097

26/04/2023

26/04/2026

25/04/2030

5.0375

252,523

18/04/2024

18/04/2027

17/04/2031

4.80

 

C.

Aquis Exchange Omnibus Plan

 

No. of Options

Date of grant

Vesting Date

Maturity Date

Exercise price (£)

6,204

30/04/2021

30/04/2024

29/04/2031

0.10

18,367

29/04/2022

29/04/2025

28/04/2032

0.10

10,449

30/06/2022

30/06/2025

29/06/2032

0.10

 

 

Interests of connected advisers

N/A

 

 

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 November 2024

Contact name:

Richard Fisher

Telephone number:

+44 (0)20 3597 6329

 

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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