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

TIDMSATI

RNS Number : 1677M

Sativa Group PLC

06 May 2020

The following replaces the announcement "Public Opening Position Disclosure by a Party to an Offer" released on

5 May 2020 at 10.00 am under RNS No:   9525L 

The announcement has corrected dates in Section 3 (1c) "Directors share options for Ordinary shares of 0.25p in Sativa Group Plc"

The amended announcement is set out in full below:

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          YES / NO / N/A 
 respect                                                                                        If YES, specify which: 
 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:                                                         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 Plc Director            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       5,294          - 
              in Law 
                                           -------------  ----------- 
 
 
            c. Directors share options for Ordinary shares of 0.25p in Sativa Group Plc Director           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      25/10/2018   25/10/2021   24/10/2031 
                               -----------  ---------  -----------  -----------  ----------- 
             Joseph Colliver    1,116,667    1.5p       6/3/2020     6/3/2020     5/3/2030 
                               -----------  ---------  -----------  -----------  ----------- 
             Joseph Colliver    1,116,667    1.5p       6/3/2020     6/3/2021     5/3/2031 
                               -----------  ---------  -----------  -----------  ----------- 
             Joseph Colliver    1,116,667    1.5p       6/3/2020     6/3/2022     5/3/2032 
                               -----------  ---------  -----------  -----------  ----------- 
             Joseph Colliver    4,444,447    2.25p      6/3/2020     6/3/2022     5/3/2032 
                               -----------  ---------  -----------  -----------  ----------- 
 
 
            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: 

(MORE TO FOLLOW) Dow Jones Newswires

May 06, 2020 10:30 ET (14:30 GMT)

DJ Sativa Group PLC Correction:Form 8 (OPD) Sativa -2-

  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:    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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(END) Dow Jones Newswires

May 06, 2020 10:30 ET (14:30 GMT)