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DJ Sativa Group PLC Form 8 (OPD) Sativa Group Plc

TIDMSATI

RNS Number : 9525L

Sativa Group PLC

05 May 2020

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:                                                                   Sativa Group Plc 
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):   N/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:       Sativa Group Plc 
 Use a separate form for each offeror/offeree 
(d) Is the discloser the offeror or the offeree?                                              OFFEREE 
(e) Date position held:                                                                       01/05/20 
 The latest practicable date prior to the disclosure 
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect  YES / NO / N/A 
 of any other party to the offer?                                                              If YES, specify which: 
 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:                                                      Ordinary shares nominal 0.25p 
                                                                                 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: 
1. Directors Interests 
 a. Directors holdings in Ordinary shares of 0.25p in Sativa Group PlcDirector           Shareholding  Percentage 
                                   holding 
 Geremy Thomas      224,000,000   39.35% 
 Mark Blower        6,000,000     1.05% 
 Jonathan Wearing   50,000        - 
 
 
 b. Parties related to Geremy Thomas (Director) holdings in Ordinary Shares of 0.25p in Sativa 
 Group Plc.Name & Relationship           Shareholding  Percentage 
                                              holding 
 Carbon Managers (100% owned 
  by Geremy Thomas)            10,000,000    1.76% 
 George Thomas - Son           18,500,000    3.25% 
 William Thomas - Son          9,000,000     1.58% 
 Emma Thomas - Daughter        9,000,000     1.58% 
 Crispin Thomas - Brother      4,500,000     0.79% 
 Sophie Thomas - Daughter 
  in Law                       5,294         - 
 
 
 c. Directors share options for Ordinary shares of 0.25p in Sativa Group PlcDirector          No. of      Exercise  Issue     Vesting   Lapse 
                    Options     Price     Date      Date      Date 
 Geremy Thomas     72,200,852  0.5p      1/3/2018  1/3/2018  28/2/2023 
 Mark Blower       9,000,000   0.5p      1/3/2018  1/3/2018  28/2/2023 
 Angus Kerr        2,222,222   2.25p     1/3/2018  1/3/2018  28/2/2023 
 Joseph Colliver   1,116,667   1.5p      5/12/18   5/12/19   4/12/2024 
 Joseph Colliver   1,116,667   1.5p      5/12/18   5/12/20   4/12/2025 
 Joseph Colliver   1,116,667   1.5p      5/12/18   5/12/21   4/12/2026 
 Joseph Colliver   4,444,447   2.25p     5/12/18   5/12/21   4/12/2026 
 
 
 2. Connected Advisors Interests 
 Peterhouse Capital Ltd 3,357,500 shares 
 

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)  YES/NO 
Supplemental Form 8 (SBL)             YES/NO 
 
 
Date of disclosure:   04/05/2020 
Contact name:         Anne Tew 
Telephone number:     07970 019277 
 

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 .

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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May 05, 2020 07:04 ET (11:04 GMT)