Regulatory News

Form 8.3 - Equals Group

01 August 2024

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

(a) Full name of discloser:

Concert party established in 2014 at the time of the Equals Group plc IPO

(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.

Ashley Levett

Christian Levett

Ian Strafford-Taylor

Matthew Tawse

Richard Hills

Tom Breslin

Stephen Heath

Julian Bean

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Equals Group plc

(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:


(e) Date position held/dealing undertaken:

     For an opening position disclosure, state the latest practicable date prior to the disclosure

30 July 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 PERSON 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 following the dealing (if any)

Class of relevant security:

1p Ordinary

 

Interests

Short positions

 

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

32,919,305*

17.46%

 

 

(2) Cash-settled derivatives:

 

 

 

 

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

 

 

 

 

     TOTAL:

32,919,305*

17.46%

 

 

 

* Please see full breakdown of interests below.

Breakdown of concert party interests

Shareholder

Interests

Percentage

Ashley Levett

22,291,833

11.82%

Christian Levett

2,144,989

1.14%

Ian Strafford-Taylor*+

2,210,250

1.17%

Matthew Tawse

180,000

0.10%

Richard Hills

373,500

0.20%

Tom Breslin

460,152

0.24%

Stephen Heath

4,898,341

2.60%

Julian Bean

360,240

0.19%


32,919,305

17.46%

 

* Figure includes 10,000 shares beneficially held by Ian Strafford-Taylor and legally held by the share incentive plan trustee pursuant to the Equals Group PLC Share Incentive Plan ("SIP"). The change in 2,024 shares from the previous disclosure is due to the grant date passing and shares being transferred to Ian Strafford-Taylor.

+ Ian Strafford-Taylor's interests are also disclosed on the Company's OPD as released via RNS number: 4621T on 15 November 2023 at 07:00.

 

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).

 

(b)        Rights to subscribe for new securities (including directors' and other employee options)

Class of relevant security in relation to which subscription right exists:

1p Ordinary

Details, including nature of the rights concerned and relevant percentages:

 

Ian Strafford-Taylor+

Number of ordinary shares in Equals Group PLC under option or subject to an award

Share plan under which option or award was granted

Date of grant

Exercise price (per share) (£)

Vesting date / first date of exercise

Expiry period / final date for exercise

192,950

Standalone option agreement

22 July 2014

0.2184

4 November 2015

28 January 2025

1,789,300

Standalone option agreement

22 July 2014

0.3644

4 November 2015

28 January 2025

1,535,750

Standalone option agreement

28 July 2014

0.3644

4 November 2015

28 January 2025

750,000

EMI Plan***

28 September 2016

0.2975

28 September 2017 (250,000 shares)

27 September 2026

28 September 2018 (250,000 shares)

28 September 2019 (250,000 shares)

2,000,000

Standalone option agreement

26 February 2021

0.29

30 April 2021 (666,667 shares)

26 February 2031

30 April 2022 (666,667 shares)

30 April 2023 (666,666 shares)

750,000

LTIP****

18 October 2021

Nil

18 October 2024

N/A

637,500

LTIP

14 December 2022

Nil

14 December 2025

N/A

550,000

LTIP

3 November 2023

Nil

3 November 2026

N/A

4,000

SIP

7 January 2022

Nil

7 January 2022

N/A

3,976

SIP

20 January 2023

Nil

20 January 2023

N/A

2,024

SIP

4 December 2023

Nil

4 December 2026

N/A

 

*** the FairFX Group Share Option Plan.

**** the Equals Group PLC 2021 Discretionary Incentive Plan under which conditional share awards (not options to acquire shares) are granted.

SIP shares are subject to forfeiture on termination of employment (other than as a "good leaver").

+ Ian Strafford-Taylor's holding is also disclosed on the Company's OPD as released via RNS number: 4621T on 15 November 2023 at 07:00.

 

3.         DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a)        Purchases and sales

Class of relevant security

Purchase/sale

Number of securities

Price per unit

1p Ordinary

Sale (to cover subscription costs and tax liability)

544,560

107.78p

 

(b)        Cash-settled derivative transactions

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit


 




 

(c)        Stock-settled derivative transactions (including options)

(i)         Writing, selling, purchasing or varying

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit









 

(ii)        Exercise

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

 

 

 

 

 

 

(d)        Other dealings (including subscribing for new securities)

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable)

1p Ordinary

Exercise of share options

200,000

£0.0730

1p Ordinary

Exercise of share options

254,800

£0.2186

1p Ordinary

Exercise of share options

400,000

£0.3644

1p Ordinary

Exercise of share options

50,000

£0.2975

 

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 person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

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 person making the disclosure 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

Is a Supplemental Form 8 (Open Positions) attached?

No

 

Date of disclosure:

1 August 2024

Contact name:

Ian Strafford-Taylor

Telephone number*:

+44 (0) 20 7778 9308

 

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.

*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.