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:
|
Checkit
plc
|
|
(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.
|
N/A
|
|
(c) Name of offeror/offeree
in relation to whose relevant securities this form
relates:
Use
a separate form for each offeror/offeree
|
Checkit
plc
|
|
(d) Is the discloser the
offeror or the offeree?
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Offeror
|
|
(e) Date position
held:
The latest practicable date
prior to the disclosure
|
14 February
2025
|
|
(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"
|
No
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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
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Class of relevant
security:
|
|
|
|
Interests
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Short
positions
|
|
Number
|
%
|
Number
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%
|
|
(1) Relevant securities owned
and/or controlled:
|
Nil
|
Nil
|
Nil
|
Nil
|
|
(2) Cash-settled
derivatives:
|
Nil
|
Nil
|
Nil
|
Nil
|
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
Nil
|
Nil
|
Nil
|
Nil
|
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TOTAL:
|
Nil
|
Nil
|
Nil
|
Nil
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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).
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:
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None
|
|
Details, including nature of
the rights concerned and relevant percentages:
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None
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3. POSITIONS
OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE
DISCLOSURE
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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 held by directors of Checkit plc and their close
relatives and related trusts
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Name
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Number of
shares
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Percentage of total issued
share capital of Checkit plc
|
|
Keith Daley
(13,000,000 held by Lawshare Nominees Limited and 8,797,504 held by
Interactive Investor Services Nominees Limited)
|
21,797,504
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20.18%
|
|
Christopher
Kyte (59,111 held by IG and 108,685 held by Freetrade)
|
167,872
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0.16%
|
|
Alexandra
Curran
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1,600
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0.001%
|
(B)
Interests held by directors of Checkit plc under its Enterprise
Management Incentive Plan approved in May 2020 and its Company
Share Option Plan adopted in March 2022
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Name
|
Number of shares (under
option)
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Vesting
date
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Expiry date
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Exercise price (per
share)
|
|
Christopher
Kyte
|
4,000,000
|
The options
are subject to the achievement of performance targets and will vest
in four increasing tranches. The vesting date for the first tranche
of options will be 10 business days after the publication of the
audited consolidated accounts of the Group for the Financial Year
ending 31 January 2026 ("FY26") or, in the Board's absolute
discretion, 10 business days after the publication of the interim
accounts for the Group to 31 July 2026. The vesting date for the
other three tranches shall follow the same pattern as the first
tranche (i.e. the vesting date for the second tranche shall be 10
business days after the publication of the audited consolidated
accounts of the Group for the Financial Year ending 31 January
2027. Each tranche shall only vest subject to 'Rule of 40 Targets',
'L/EBIT Targets' and 'Share Price Targets'.
|
30 November
2029
|
5p
|
|
Christopher
Kyte
|
500,000
|
9 January
2026
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9 January
2033
|
23p
|
|
Christopher
Kyte
|
1,250,000
|
12 March
2027
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12 March
2037
|
20p
|
|
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
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(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
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(c)
Attachments
Are
any Supplemental Forms attached?
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Supplemental Form 8 (Open
Positions)
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NO
|
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Supplemental Form 8
(SBL)
|
NO
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Date of disclosure:
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14 February
2025
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Contact name:
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Hugh
Wooster
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Telephone number:
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0755354180
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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.
