FORM 8 AMENDMENT
This form replaces the OPD announcement released by Safestay PLC on 24 September 2021 at 5.00pm under RNS No. 8178M. Changes have been made to sections 3 and 4.
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: | Safestay PLC ("Safestay") |
| (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 | Offeree - Safestay |
| (d) Is the discloser the offeror or the offeree? | Offeree |
| (e) Date position held: The latest practicable date prior to the disclosure | 17 September 2021 |
| (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" | 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:
| Ordinary | |||
|
| Interests | Short positions | ||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | Nil | - | Nil | - |
| (2) Cash-settled derivatives:
| Nil | - | Nil | - |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | - | Nil | - |
|
TOTAL: | 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: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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(A) The following directors of Safestay (including their close relatives and related trusts) have the interests in Safestay's shares set out below:
Note 1: Larry Lipman also owns one-third of the share capital of Safeland Holdings (2008) Corporation ("SHC"), a corporation incorporated in Panama and 2% of Safeland plc, a company incorporated in England and Wales. SHC owned 3,112,484 ordinary shares in the Company, representing 4.81% of the Company's shares in issue as at 17 September 2021. SHC owned 83.4% of the issued share capital of Safeland plc as at 17 September 2021. Safeland plc owned 2,597,334 ordinary shares of the Company, representing 4.01% of the Company's shares in issue at 17 September 2021. Please disregard the separate Rule 8.3 announcements made by Safeland Holdings (2008) Corporation on 30 September 2021 at 5.00pm and by Safeland plc on 30 September 2021 at 5.01pm.
Note 2: Anson Chan is not considered to be independent due his interest in Pyrrho Investments Limited which is a significant shareholder in the Company, owning 19,025,638 ordinary shares representing 29.41% of the Company's shares in issue at 17 September 2021.
Note 3: Paul Cummins is an alternate director for Anson Chan and is therefore also not considered to be independent.
(B) The following directors of Safestay have options over the ordinary equity share capital of Safestay as set out below, as at 17 September 2021:
The above are options issued to current management as part of their remuneration packages. In addition, options over 528,695 shares with an exercise period of 12/05/2017 - 11/05/2024 at an exercise price of 50p have also been granted to Safeland plc, a company connected with Larry Lipman.
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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" |
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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" |
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None
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(c) Attachments
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | NO |
| Supplemental Form 8 (SBL) | NO |
Date of disclosure: | 5 October 2021 |
Contact name: | Peter Harvey, Chief Financial Officer and Company Secretary |
Telephone number: | 020 8815 1606 |
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.
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