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. 
                                                                                               ------------------- 
 (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 
                                                                                               ------------------- 
 (d) Is the discloser the offeror or the offeree?                                               OFFEREE 
                                                                                               ------------------- 
 (e) Date position held:                                                                        22 June 2020 
  The latest practicable date prior to the disclosure 
                                                                                               ------------------- 
 (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) 
                       ----------------------------------- 
 Telephone number:      +44 (0) 20 3828 6269 
                       ----------------------------------- 
 

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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