Source - LSE Regulatory
RNS Number : 7662F
Allied Minds PLC
23 March 2022
 

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:

Allied Minds 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

Allied Minds PLC

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

22/03/2022

(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

 

 

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:

 

Allied Minds PLC ordinary shares of one pence each

 

 

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:

None

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) Interests of directors of Allied Minds PLC in Allied Minds PLC's ordinary shares of one pence each

Director

Number of ordinary shares

Percentage of total issued share capital

Harry Rein

222,824

0.09

Bruce Failing

454,300

0.19

 

(b) Options and awards held by directors of Allied Minds PLC in Allied Minds PLC shares

 

(i)         Harry Rein

 

Description of awards/

options

Date of grant

Exercise price

Vesting date

No. of ordinary shares under option

2018 LTIP

10 April 2018

NIL

10 April 2021

10,505

2019 LTIP

1 July 2019

NIL

NIL

1 July 2021

1 July 2022

18,815

18,816

2020 LTIP

5 June 2020

NIL

NIL

NIL

5 June 2021

5 June 2022

5 June 2023

55,285

55,285

55,286

   Note: 2021 options have not yet been converted

 

(ii)        Bruce Failing

 

Description of awards/options

Date of grant

Exercise price

Vesting date

No. of ordinary shares under option

2020 LTIP

5 June 2020

NIL

NIL

NIL

5 June 2021

5 June 2022

5 June 2023

36,857

36,857

36,857

   Note: 2021 options have not yet been converted

 

 

(c) Interests of persons acting in concert with Allied Minds plc - There are no organisations which are considered to be "acting in concert" with Allied Minds plc under the Code.

 

(d) Interests of connected advisers of Allied Minds plc - Allied Minds plc's financial adviser and broker, Numis Securities Limited, holds no disclosable interests, short positions, or rights to subscribe in the Company.

 

 

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:

23/03/2022

Contact name:

Christopher Gibbons, JTC UK Limited as Company Secretary of Allied Minds plc

Telephone number:

+44 7739 691 979

 

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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