Be Heard Group PLC Form 8 (OPD) Be Heard Group plc (8130Q)
June 23 2020 - 6:05AM
UK Regulatory
TIDMBHRD
RNS Number : 8130Q
Be Heard Group PLC
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: Be Heard Group plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): N/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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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Be Heard Group plc
Use a separate form for each offeror/offeree
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(d) Is the discloser the offeror or the offeree? OFFEREE
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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 discloser making disclosures in respect N/A
of any other party to the offer?
If it is a cash offer or possible cash offer, state "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:
Interests Short positions
------------- ------------------
Number % Number %
------- ---- ----------- -----
(1) Relevant securities owned and/or controlled: N/A N/A N/A N/A
------- ---- ----------- -----
(2) Cash-settled derivatives: N/A N/A N/A N/A
------- ---- ----------- -----
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: N/A N/A N/A N/A
------- ---- ----------- -----
N/A N/A N/A N/A
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: N/A
Details, including nature of the rights concerned and relevant percentages: N/A
----
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) Ordinary Shares of 1 penny each held by directors of Be Heard Group plc
Director Be Heard Ordinary Percentage of
Shares Be Heard issued
share capital
David Morrison 3,142,857 0.3%
------------------ -----------------
David Wilkinson 3,136,208 0.3%
------------------ -----------------
David Poutney 13,192,857 1.1%
------------------ -----------------
Simon Pyper 4,138,456 0.3%
------------------ -----------------
(b) Be Heard Group plc Performance Share Plan Awards granted to directors of Be Heard Group
plc
Director Maximum Date of Exercise Vesting
number of grant price per date (1)
ordinary ordinary
shares awarded share (1)
Simon Pyper 40,000,000 13-May-19 Nil N/A
---------------- ---------- ----------- ----------
(1) The remuneration committee of the Company, exercising its pre-existing discretion, has
previously resolved to permit the LTIP Award granted to Simon Pyper to be exercised in full
in connection with any takeover offer for the Company regardless of whether the relevant performance
conditions would be met. As a result, the LTIP Award granted to Simon Pyper will vest and
become exercisable in full in connection with the offer. It is however proposed that the LTIP
Award be cash cancelled, putting Simon Pyper in the same net position as if he were to exercise
his LTIP Award in respect of Be Heard Shares and receive the same consideration as the other
Be Heard shareholders.
(c) Convertible loan notes held by directors of Be Heard Group plc
Director Convertible Conversion Issue Date
loan notes price per
held (GBP) ordinary share
(2)
David Morrison 3.5 pence 29 November
50,000 2017
------------ ---------------- ------------
3.5 pence 29 November
David Poutney 200,000 2017
------------ ---------------- ------------
(2) The convertible loan notes are convertible on: (i) the noteholder requiring conversion;
or (ii) a sale of 50 per cent. or more of the Ordinary Shares of Be Heard Group plc. Conversion
is possible at any time until sixth anniversary of the Issue Date.
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: Philip Marsden (Company Secretary)
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Telephone number: +44 (0) 20 3828 6269
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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
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