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:
|
Team
Internet 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.
|
N/A
|
|
(c) Name of offeror/offeree
in relation to whose relevant securities this form
relates:
Use
a separate form for each offeror/offeree
|
Team
Internet Group plc
|
|
(d) Is the discloser the
offeror or the offeree?
|
OFFEREE
|
|
(e) Date position
held:
The latest practicable date
prior to the disclosure
|
20 January
2025
|
|
(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
|
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:
|
£0.001 Ordinary
Shares
|
|
|
Interests
|
Short
positions
|
|
Number
|
%
|
Number
|
%
|
|
(1) Relevant securities owned
and/or controlled:
|
Nil
|
Nil
|
Nil
|
Nil
|
|
(2) Cash-settled
derivatives:
|
Nil
|
Nil
|
Nil
|
Nil
|
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
Nil
|
Nil
|
Nil
|
Nil
|
|
TOTAL:
|
Nil
|
Nil
|
Nil
|
Nil
|
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
|
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:
|
|
Team Internet Group Plc
interests held by directors, including persons connected with
directors of Team Internet Group Plc
|
Name of Director or connected
person
|
Number of Team Internet Group
plc Shares held
|
Percentage of total issued
share capital (excluding treasury shares) (%)
|
|
Inter.Services GmbH*
|
32,000,000
|
12.73
|
|
Erin Invest
& Finance Ltd**
|
13,853,111
|
5.51
|
|
Cleavebeam
Limited**
|
3,699,000
|
1.47
|
|
Mr Michael
Riedl
|
3,100,787
|
1.23
|
|
Jabella
Group Limited**
|
2,711,668
|
1.08
|
|
Mr Iain
McDonald***
|
697,615
|
0.28
|
|
Ms Marie
Holive
|
25,252
|
0.01
|
|
Mr William
Green
|
19,205
|
0.01
|
* Horst
Siffrin and his close relatives are the beneficial holders of
Inter.Services GmbH
** The
beneficial holders of Erin Invest & Finance Ltd are Samuel
Dayani, a director of the Company, and his father. Jabella Group
Limited and Clevebeam Limited are companies wholly owned inter
alia, by Erin Invest & Finance.
*** Of
which 107,653 shares are held by Iain McDonald via a CFD
|
Name of Director or connected
person
|
Number of Team Internet Group
plc Shares held
|
Percentage of total issued
share capital (excluding treasury shares) (%)
|
|
Zeus
Capital Limited
|
901,643
|
0.36
|
Interests held as options or
awards by directors of Team Internet Group Plc in Team Internet
Group Plc ordinary shares under the company's Long-Term Incentive
Plan
|
Name of
Director
|
Number of Team Internet Group
plc Shares subject to options
|
Issue Date
|
Vesting
Period
|
Exercise Price per Ordinary
Share
|
|
Michael
Riedl
|
231,049
|
10 March
2020
|
1 March
2023 - 1 March 2025
|
Nil
|
|
Michael
Riedl
|
1,046,540
|
15 May
2023
|
15 May 2023
- 1 May 2026
|
Nil
|
|
Michael
Riedl
|
1,046,541
|
15 May
2023
|
15 May 2023
- 1 May 2027
|
Nil
|
|
Michael
Riedl
|
1,046,541
|
15 May
2023
|
15 May 2023
- 1 May 2028
|
Nil
|
|
William
Green
|
6,061
|
7 March
2022
|
1 Jan 2023
- 1 Jan 2025
|
Nil
|
|
William
Green
|
400,000
|
15 May
2023
|
15 May 2023
- 1 May 2026
|
Nil
|
|
William
Green
|
400,000
|
15 May
2023
|
15 May 2023
- 1 May 2027
|
Nil
|
|
William
Green
|
400,000
|
15 May
2023
|
15 May 2023
- 1 May 2028
|
Nil
|
|
William
Green
|
14,171
|
15 May
2023
|
15 May 2023
- 1 May 2026
|
Nil
|
|
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:
|
21 January
2025
|
Contact name:
|
Cleopatra
Thring, Group Head of Governance and Compliance and Company
Secretary
|
Telephone number:
|
+44 (0) 203
388 0600
|
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.
