TIDMBHRD
RNS Number : 7985Q
MSQ Partners Limited
23 June 2020
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: MSQ Partners Ltd
(b) Owner or controller of interests and short positions Ensco 1314 Limited, itself owned and controlled by
disclosed, if different from 1(a): Directors of MSQ Partners and LDC
The naming of nominee or vehicle companies is
insufficient. For a trust, the trustee(s),
settlor and beneficiaries must be named.
----------------------------------------------------------
(c) Name of offeror/offeree in relation to whose relevant Be Heard Group plc
securities this form relates:
Use a separate form for each offeror/offeree
----------------------------------------------------------
(d) Is the discloser the offeror or the offeree? Offeror
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(e) Date position held: 22 June 2020
The latest practicable date prior to the disclosure
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(f) In addition to the company in 1(c) above, is the N/A
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"
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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:
Interests Short positions
-------------- ------------------
Number % Number %
------- ----- ---------- ------
(1) Relevant securities owned and/or controlled: None None None None
------- ----- ---------- ------
(2) Cash-settled derivatives: None None None None
------- ----- ---------- ------
(3) Stock-settled derivatives (including options) and agreements to None None None None
purchase/sell:
------- ----- ---------- ------
None None None None
TOTAL:
------- ----- ---------- ------
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) Interests of concert party members in Be Heard Group plc's ordinary shares of 1 pence
each:
Name Be Heard Ordinary Percentage
Shares of Be Heard
issued share
capital
Richard Armstrong 73,322,549 5.88%
------------------ --------------
Ben Rudman 69,726,942 5.59%
------------------ --------------
James Cannings 69,726,942 5.59%
------------------ --------------
Peter Robins 59,040,542 4.74%
------------------ --------------
Rhys Williams 51,878,974 4.16%
------------------ --------------
Neil Hourston 46,924,363 3.76%
------------------ --------------
Neil Simpson 46,924,363 3.76%
------------------ --------------
Tom Ewart 46,924,363 3.76%
------------------ --------------
Mark Starling 12,130,361 0.97%
------------------ --------------
Nick Bygate 10,977,861 0.88%
------------------ --------------
Stephen Dover 9,040,453 0.73%
------------------ --------------
Rob Yardy 4,912,665 0.39%
------------------ --------------
Andrzej Moyseowicz 4,651,883 0.37%
------------------ --------------
Christopher Palengat 4,651,883 0.37%
------------------ --------------
Rohan Desai 4,591,385 0.37%
------------------ --------------
Yasser Abbasi 3,608,862 0.29%
------------------ --------------
Ian Stanton 3,438,913 0.28%
------------------ --------------
(b) Be Heard Group plc Performance Share Plan Awards granted to members of the concert party:
Name Date of Number of ordinary Exercise Vesting Date(1)
grant shares of 1 price per
pence each subject ordinary
to the outstanding share(1)
awards
Ben Rudman 13-May-19 25,000,000 Nil N/A
---------- -------------------- ----------- ----------------
(1) The remuneration committee of the Company, exercising its pre-existing discretion, has
resolved not to exercise these awards as the relevant performance conditions have not and
will not be met. As a result, the LTIP Award granted to Ben Rudman will not vest and will
not become exercisable in connection with the offer.
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: 23 June 2020
Contact name: Richard Darlington / Dan Bate
(Zeus Capital)
------------------------------
Telephone number: 0161 831 1512
------------------------------
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 .
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FEESESSUDESSELM
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