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 ÒCodeÓ)
1. KEY
INFORMATION
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(a) Full name of
discloser:
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Concert
Party as agreed on 22 June 2023
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(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.
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Nicholas
Lyth*
Midori
Carbon Inc (formerly AJA Ventures Inc, company in which Mark
Rutledge is director)
Marallo
Holdings Inc (owned by Michael Edwards)
Fidelio
Partners Pte LTD (owned by Matt Lodge)*
Toro
Consulting Ltd (owned by Jonathan
Bixby)*
(California
Two Pizza Ventures Inc (owned by Derek Lew)*
Rupert
Williams
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(c) Name of offeror/offeree
in relation to whose relevant securities this form
relates:
Use
a separate form for each offeror/offeree
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Kondor AI
plc
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(d) If an exempt fund manager
connected with an offeror/offeree, state this and specify identity
of offeror/offeree:
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|
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(e) Date position
held/dealing undertaken:
For
an opening position disclosure, state the latest practicable date
prior to the disclosure
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6 September
2024
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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?
If
it is a cash offer or possible cash offer, state
ÒN/AÓ
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Yes - Ora
Technology plc
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* Has been disclosed in OPD for Ora
Technology plc - Concert Party as agreed on 22 June 2023
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)
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Class of relevant
security:
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0.1p ordinary
shares
GB00BRXKJ754
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|
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Interests
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Short
positions
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Number
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%
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Number
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%
|
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(1) Relevant securities owned
and/or controlled:
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74,000,000
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41.10
|
|
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(2) Cash-settled
derivatives:
|
|
|
|
|
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(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
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|
|
|
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TOTAL:
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74,000,000
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41.10
|
|
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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 directorsÕ and other
employee options)
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Class of relevant security in
relation to which subscription right exists:
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Warrants to subscribe for 0.1p
ordinary shares at 1p
|
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Details, including nature of
the rights concerned and relevant percentages:
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No. of warrants:
35,000,000
Exercise price: 1p
Issue Date: 1-Dec-2023
Expiration Date: 21-Dec-2026
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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
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Class of relevant
security
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Purchase/sale
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Number of
securities
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Price per
unit
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|
|
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(b) Cash-settled
derivative transactions
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Class of relevant
security
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Product
description
e.g. CFD
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Nature of
dealing
e.g. opening/closing a
long/short position, increasing/reducing a long/short
position
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Number of reference
securities
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Price per
unit
|
|
|
|
|
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(c) Stock-settled
derivative transactions (including options)
(i) Writing,
selling, purchasing or varying
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Class of relevant
security
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Product
description e.g. call
option
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Writing, purchasing, selling,
varying etc.
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Number of securities to which
option relates
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Exercise price per
unit
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Type
e.g. American, European
etc.
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Expiry date
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Option money paid/ received
per unit
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(ii)
Exercise
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Class of relevant
security
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Product
description
e.g. call
option
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Exercising/ exercised
against
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Number of
securities
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Exercise price per
unit
|
|
|
|
|
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(d) Other dealings
(including subscribing for new securities)
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Class of relevant
security
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Nature of
dealing
e.g. subscription,
conversion
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Details
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Price per unit (if
applicable)
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4. OTHER
INFORMATION
(a) Indemnity and
other dealing arrangements
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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
ÒnoneÓ
|
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None
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(b) Agreements,
arrangements or understandings relating to options or
derivatives
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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
ÒnoneÓ
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None
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(c)
Attachments
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Is a Supplemental Form 8
(Open Positions) attached?
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No
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Date of disclosure:
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9 September
2024
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Contact name:
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Michael
Edwards
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Telephone number*:
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+1 (604) 902
3530
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Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service.
The
PanelÕs Market Surveillance Unit is available for consultation in
relation to the CodeÕs 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 PanelÕs Market Surveillance Unit.
The
Code can be viewed on the PanelÕs website at
www.thetakeoverpanel.org.uk.