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:
|
Loungers
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
|
Loungers
plc
|
|
(d) Is the discloser the
offeror or the offeree?
|
OFFEREE
|
|
(e) Date position
held:
The latest practicable date
prior to the disclosure
|
11 December
2024
|
|
(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
|
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:
|
Ordinary shares of £0.01
each
|
|
|
Interests
|
Short
positions
|
|
Number
|
%
|
Number
|
%
|
|
(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
|
|
TOTAL:
|
Nil
|
Nil
|
Nil
|
Nil
|
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:
|
|
(i) Interests held by the
directors of Loungers plc
|
Class of relevant
security:
|
Ordinary shares of £0.01
each
|
|
Name:
|
Number of Loungers plc shares
held
|
%1
|
|
Alexander
Reilley
|
6,751,432
|
6.49
|
|
Nicholas
Collins
|
776,8372
|
0.75
|
|
Jill
Little
|
13,903
|
0.01
|
|
Adam
Bellamy
|
24,012
|
0.02
|
|
Nicholas
Backhouse
|
13,903
|
0.01
|
1 Percentages are based on
Loungers plc's issued share capital as at close of trading on 10
December 2024.
2 Excludes 179,439 shares held
jointly by Nicholas Collins and Apex Financial Services (Trust
Company) Limited (formerly Link Trustees (Jersey)
Limited) (see (ii) below).
(ii) Interests held by persons
acting in concert with Loungers plc
|
Class of relevant security:
|
Ordinary shares of £0.01 each
|
|
Name:
|
Number of Loungers plc shares held
|
%1
|
|
Apex Financial Services (Trust
Company) Limited3
|
269,1583
|
0.26
|
|
Jacob Bishop4
|
6,507,432
|
6.26
|
3 Apex Financial Services
(Trust Company) Limited (formerly Link Trustees (Jersey)
Limited) is the trustee of the
Loungers plc Employee Benefit Trust and in this capacity, shares
the ownership of 89,719 shares and 179,439 shares in Loungers plc
with each of Justin Carter and Nicholas Collins (respectively)
pursuant to the terms of two joint ownership equity agreements
entered into in 2019. Each of Justin Carter and Nicholas Collins
has an interest in such shares which is limited to the increase in
their value above a hurdle price of £2.
4 Jacob Bishop is a co-founder
and a member of the senior management team of Loungers
plc.
(iii)
Interests held
as options under the Loungers plc share plans by directors of
Loungers plc
|
Class of relevant
security:
|
Ordinary shares of £0.01
each
|
|
Name:
|
Loungers Share
Plan
|
Date of
grant
|
Number of Loungers plc shares
under award
|
Normal vesting
date
|
Expiry Date
|
|
Nicholas
Collins
|
IPO
Restricted Share Plan
|
29/04/2019
|
450,000
|
29/04/2020
|
29/04/2030
|
|
RSP - Value
Creation Plan
|
27/04/2022
|
238,292
|
13/07/2022
|
27/04/2032
|
|
One-off
retention awards under the Restricted Share Plan
|
02/05/2023
|
131,143
|
25/07/2023
|
01/05/2033
|
|
FY25
Restricted Share Plan
|
01/06/2023
|
267,780
|
25/07/2025
|
31/05/2033
|
|
FY26
Restricted Share Plan
|
13/12/2023
|
259,493
|
25/07/2026
|
12/12/2033
|
|
Total
|
1,346,708
|
|
|
|
Alexander
Reilley
|
RSP - Value
Creation Plan
|
27/04/2022
|
89,359
|
13/07/2022
|
27/04/2032
|
|
One-off
retention awards under the Restricted Share Plan
|
02/05/2023
|
107,569
|
25/07/2023
|
01/05/2033
|
|
FY25
Restricted Share Plan
|
01/06/2023
|
110,262
|
25/07/2025
|
31/05/2033
|
|
FY26
Restricted Share Plan
|
13/12/2023
|
106,850
|
25/07/2026
|
12/12/2033
|
|
Total
|
414,040
|
|
|
|
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:
|
11 December
2024
|
Contact name:
|
Stephen
Marshall
|
Telephone number:
|
+44 7720
341120
|
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.
