FORM 8.3
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.