Rightster Group plc – Form 8 (Opening Position Disclosure)

October 30th, 2015

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: RIGHTSTER GROUP 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.

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

RIGHTSTER GROUP PLC
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held:

     The latest practicable date prior to the disclosure

30 OCTOBER 2015
(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

 

 

  1. 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 0.1p
 

 

Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: None 0 None 0
(2) Cash-settled derivatives:

 

None 0 None 0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: None 0 None 0
 

     TOTAL:

None 0 None 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: None
Details, including nature of the rights concerned and relevant percentages: None

 

 

  1. 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:
 

Ordinary shares of 0.1p                                                                                         %

 

Michael Broughton                                     43,860                                                 0.012

 

Niall Dore                                                   166,666                                               0.045

 

Mark Lieberman                                         66,666                                                 0.018

 

Patrick Walker                                            2,993,709                                            0.814

 

David Mathewson                                      106,666                                               0.029

 

Sir Martin Broughton*                               2,100,000                                            0.571

 

 

 

Options to acquire Ordinary Shares of 0.1p

 

Mark Lieberman:

 

(i)                   320,000 at exercise price of £0.075 per share vesting over 4 years from 1 April 2013**;

 

(ii)                 320,000 at exercise price of £0.56 per share vesting over 4 years from 1 April 2013**;

 

(iii)                320,000 at exercise price of £1.00 per share vesting over 4 years from 1 April 2013**.

 

 

David Mathewson:

 

(i)                   300,000 at exercise price of £0.60 per share vesting over 4 years from 11 November 2013;

 

(ii)                 48,000 at exercise price of £0.54 per share vesting over 4 years from 24 September 2014;

 

(iii)                48,000 at exercise price of £0.32 per share vesting over 4 years from 29 December 2014.

 

Patrick Walker:

 

(i)                   300,000 at exercise price of £0.56, vesting over 4 years from 1 August 2014.

 

(ii)                 300,000 at exercise price of £0.56, vesting over 12 months from 1 August 2015.

 

(iii)                300,000 at exercise price of £1.50, vesting over 4 years from 1 August 2014.

 

(iv)               300,000 at exercise price of £1.50, vesting over 12 months from 1 August 2015.

 

(v)                 300,000 at exercise price of £2.00, vesting over 4 years from 1 August 2014.

 

(vi)               300,000 at exercise price of £2.00, vesting over 12 months from 1 August 2015.

 

* Father of director Michael Broughton.

 

** Subject to accelerated vesting upon change of control

 

Warrants giving the right to subscribe to Ordinary Shares of 0.1p

 

Sports Investment Partners LLP (of which director Michael Broughton is a member): a maximum of 2,326,031, with subscription price of £0.60 per share, exercisable in whole or in part on 13 November 2017.

 

 

 

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).

 

  1. 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:
30 October 2015
Contact name:
Alex Davids
Telephone number:
0203 056 2464

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk.  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.