REG - Pires Investments Tern PLC - Form 8 (OPD) (Pires Investments plc)

TernAnnouncement

08/06/2022 07:00

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RNS Number : 0163O  Pires Investments PLC  08 June 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:                                                     Pires Investments plc
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 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.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  Pires Investments plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         7 June 2022

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          No
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "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 shares of 0.25p each in Pires Investments plc

 Ordinary Shares

                                                                      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  Nil                             Nil
 purchase/sell:
                                                                      Nil                             Nil

      TOTAL:

 

 

 Class of relevant security:                                          Warrants over ordinary shares of 0.25p each in Pires Investments plc

 Warrants over Ordinary Shares

                                                                      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  Nil                                     Nil
 purchase/sell:
                                                                      Nil                                     Nil

      TOTAL:

 

 

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)        Ordinary Shares of 0.25 pence each held by Riverfort Global
 Opportunities plc ("RGO")

Shareholder                         Pires Ordinary Shares  Percentage of Pires issued share capital
 Riverfort Global Opportunities plc  30,914,193             19.23%

 

 Note: Nicholas Lee, Director of Pires, is Investment Director of Riverfort
 Global Opportunities plc

 (b)        Warrants over ordinary shares of 0.25 pence each held by
 Riverfort Global Opportunities plc

Shareholder                         Warrants held  Date of grant  Exercise price per ordinary share  Expiry date
 Riverfort Global Opportunities plc  4,814,200      30 June 2020   4.0 pence                          30 June 2022

 

 Note: Nicholas Lee, Director of Pires, is Investment Director of Riverfort
 Global Opportunities plc

 

Note: Nicholas Lee, Director of Pires, is Investment Director of Riverfort
Global Opportunities plc

 

(b)        Warrants over ordinary shares of 0.25 pence each held by
Riverfort Global Opportunities plc

 

 Shareholder                         Warrants held  Date of grant  Exercise price per ordinary share  Expiry date
 Riverfort Global Opportunities plc  4,814,200      30 June 2020   4.0 pence                          30 June 2022

 

Note: Nicholas Lee, Director of Pires, is Investment Director of Riverfort
Global Opportunities plc

 

 

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:  8 June 2022
 Contact name:        Nicholas Lee (Director)
 Telephone number:    +44 (0) 20 3368 8961

 

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
(http://www.thetakeoverpanel.org.uk) .

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