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DJ Sativa Group PLC Form 8 (OPD) Offeror Directors & CP positions

TIDMSATI

RNS Number : 5215M

Sativa Group PLC

11 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:                                                                    Stillcanna Inc. 
 (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:        Stillcanna Inc. 
  Use a separate form for each offeror/offeree 
                                                                                               ----------------------- 
 (d) Is the discloser the offeror or the offeree?                                               OFFEROR 
                                                                                               ----------------------- 
 (e) Date position held:                                                                        7 May 2020 
  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 - Sativa Group plc 
  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:                                                                    Common NPV 
                                                                                       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        - 
                                                                                     --------      -------------  --- 
                                                                                        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:    N/A 
 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: 
     1. Directors' Interests 
 
      (i) The interests (all of which are beneficial unless otherwise stated), of the Offeror's 
      directors and their respective related parties, in the common shares of the Offeror ("Stillcanna 
      Shares") were as follows: 
       Name               Number of Stillcanna   % of Stillcanna Shares 
                           Shares 
       Jason Dussault*    150,000*               0.14% 
                         ---------------------  ----------------------- 
       Shae de Jaray      2,848,436              2.57% 
                         ---------------------  ----------------------- 
 
 
      * Diane Stafrace, the wife of Jason Dussault, holds 40,000 Stillcanna Shares, which are included 
      within this figure. 
 
      (ii) The Offeror's directors have been granted the following share options to subscribe for 
      Stillcanna Shares (on the terms detailed below) ("Stillcanna Options"): 
                        No. of        Exercise 
                         Stillcanna    price per                Vesting    Exercise 
       Name              Options       option      Grant date    date       date 
       Jason Dussault   350,000       CDN$0.19     31/07/18     31/07/18   31/07/2023 
                       ------------  -----------  -----------  ---------  ----------- 
       Shae de          250,000       CDN$0.63     15/10/18     15/10/18   15/10/2023 
        Jaray 
                       ------------  -----------  -----------  ---------  ----------- 
       Bill Macdonald   300,000       CDN$1.23     27/05/19     27/08/19   27/05/2024 
                       ------------  -----------  -----------  ---------  ----------- 
       Warren           350,000       CDN$1.23     27/05/19     27/08/19   27/05/2024 
        Robinson 
                       ------------  -----------  -----------  ---------  ----------- 
 
 
      2. Concert Parties' Interests 
 
      (i) The interests (all of which are beneficial unless otherwise stated) of persons deemed 
      to be acting in concert with the Offeror in Stillcanna Shares were as follows: 
       Name              Number of Stillcanna   % of Stillcanna Shares 
                          Shares 
       Krystyna Bojek    10,032,000             9.05% 
                        ---------------------  ----------------------- 
       Zofia Vahlberg    10,032,000             9.05% 
                        ---------------------  ----------------------- 
       Marc Crimeni      3,735,940              3.37% 
                        ---------------------  ----------------------- 
       Adrian Crimeni    114,533                0.1% 
                        ---------------------  ----------------------- 
       Joel Leonard      14,000                 0.01% 
                        ---------------------  ----------------------- 
 
 
      (ii) Persons deemed to be acting in concert with the Offeror have been granted the following 
      Stillcanna Options: 
                      No. of        Exercise 
                       Stillcanna    price per                Vesting    Exercise 
       Name            Options       option      Grant date    date       date 
       Marc Crimeni   350,000       CDN$0.63     15/10/18     15/10/18   15/10/2023 
                     ------------  -----------  -----------  ---------  ----------- 
       Joel Leonard   250,000       CDN$0.19     31/07/18     31/07/18   31/07/2023 
                     ------------  -----------  -----------  ---------  ----------- 
 
 
      3. Connected Advisers' Interests 
 
      No "connected adviser" has any interest in Stillcanna Shares. However, please note that Bill 
      Macdonald, the principal of Macdonald Tuskey, being a "connected adviser" to the Offeror, 
      is the grantee of 300,000 Stillcanna Options (as detailed in paragraph 1(i) above). 
 

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 11, 2020 08:50 ET (12:50 GMT)

DJ Sativa Group PLC Form 8 (OPD) Offeror Directors & -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:    7 May 2020 
 Contact name:          Joel Leonard, CFO 
                       ------------------ 
 Telephone number:      +1 778 838 3692 
                       ------------------ 
 

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 11, 2020 08:50 ET (12:50 GMT)