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: | PAYPOINT 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 |
PAYPOINT PLC |
| (d) Is the discloser the offeror or the offeree? | OFFEROR |
| (e) Date position held:
The latest practicable date prior to the disclosure |
21 NOVEMBER 2022 |
| (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
If YES, specify which: |
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 1/3 pence each in PayPoint plc | |||
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | Nil | 0 | Nil | 0 |
| (2) Cash-settled derivatives: | Nil | 0 | Nil | 0 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0 | Nil | 0 |
|
TOTAL: |
Nil | 0 | Nil | 0 |
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: | Nil |
| Details, including nature of the rights concerned and relevant percentages: | Nil |
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 held by the directors of PayPoint plc and their close relatives and related trusts:
| Director | No. of ordinary shares of 1/3 pence each held | Percentage of issued share capital |
| Nick Wiles | 71,567 | 0.104% |
| Alan Dale | 8,460* | 0.012% |
| Giles Kerr | 7,500 | 0.011% |
| Rakesh Sharma | 4,270 | 0.006% |
| Gill Barr | 2,595 | 0.004% |
* Includes 3000 shares held by Sylvia Dale (spouse of Alan Dale).
(B) Interests held as options or awards by directors of PayPoint plc under its share plans:
| Director | Scheme | No. of ordinary shares of 1/3 pence each under option / award | Vesting date | Exercise price (£) |
| Nick Wiles | PayPoint Restricted Share Award (“RSA”) | 29,717 | Jul 2023 | Nil |
| RSA | 14,858 | Jul 2024 | Nil | |
| RSA | 27,931 | Aug 2024 | Nil | |
| RSA | 30,921 | Jun 2025 | Nil | |
| RSA | 14,858 | Jul 2025 | Nil | |
| RSA | 13,966 | Aug 2025 | Nil | |
| RSA | 15,460 | Jun 2026 | Nil | |
| RSA | 13,966 | Aug 2026 | Nil | |
| RSA | 15,461 | Jun 2027 | Nil | |
| PayPoint Deferred Annual Bonus Scheme (“DABS”) | 19,785 | Aug 2024 | Nil | |
| DABS | 16,645 | Jun 2025 | Nil | |
| Share Incentive Plan (“SIP”) | 1,078* | N/A | Nil | |
| Alan Dale | RSA | 9,274 | Jul 2023 | Nil |
| RSA | 14,857 | Aug 2024 | Nil | |
| RSA | 16,447 | Jun 2025 | Nil | |
| RSA | 7,428 | Aug 2025 | Nil | |
| RSA | 8,223 | Jun 2026 | Nil | |
| RSA | 7,429 | Aug 2026 | Nil | |
| RSA | 8,224 | Jun 2027 | Nil | |
| DABS | 7,231 | Aug 2024 | Nil | |
| DABS | 10,625 | Jun 2025 | Nil | |
| SIP | 2,684* | N/A | Nil |
* SIP Awards are made on a monthly basis on the basis of one Matching Share for each Partnership Share. The beneficial ownership of the Matching Shares will pass to the directors listed above three years’ following their grant and subject to continued employment and the retention of the underlying Partnership Shares.
(C) Interest, short positions and rights to subscribe held by other concert parties of PayPoint plc
| Registered holder | Beneficial holder | No. of ordinary shares of 1/3 pence each held | Percentage of issued share capital |
| Asteriscos Patrimonial SL | Asteriscos Patrimonial SL | 18,083,092 | 26.21% |
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: | 21 NOVEMBER 2022 |
| Contact name: | Brian McLelland |
| Telephone number: | + 44 (0)7721211100 |
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.
