CHECKIT PLC

M&A Activity • Feb 14, 2025

National Storage Mechanism | Additional information

RNS Number : 2104X

Checkit PLC

14 February 2025

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:	Checkit 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	Checkit plc
(d) Is the discloser the offeror or the offeree?	Offeror
(e) Date position held:      The latest practicable date prior to the disclosure	14 February 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"	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:
	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:

(A)  Interests held by directors of Checkit plc and their close relatives and related trusts

Name	Number of shares	Percentage of total issued share capital of Checkit plc
Keith Daley (13,000,000 held by Lawshare Nominees Limited and 8,797,504 held by Interactive Investor Services Nominees Limited)	21,797,504	20.18%
Christopher Kyte (59,111 held by IG and 108,685 held by Freetrade)	167,872	0.16%
Alexandra Curran	1,600	0.001%

(B) Interests held by directors of Checkit plc under its Enterprise Management Incentive Plan approved in May 2020 and its Company Share Option Plan adopted in March 2022

Name	Number of shares (under option)	Vesting date	Expiry date	Exercise price (per share)
Christopher Kyte	4,000,000	The options are subject to the achievement of performance targets and will vest in four increasing tranches. The vesting date for the first tranche of options will be 10 business days after the publication of the audited consolidated accounts of the Group for the Financial Year ending 31 January 2026 ("FY26") or, in the Board's absolute discretion, 10 business days after the publication of the interim accounts for the Group to 31 July 2026. The vesting date for the other three tranches shall follow the same pattern as the first tranche (i.e. the vesting date for the second tranche shall be 10 business days after the publication of the audited consolidated accounts of the Group for the Financial Year ending 31 January 2027. Each tranche shall only vest subject to 'Rule of 40 Targets', 'L/EBIT Targets' and 'Share Price Targets'.	30 November 2029	5p
Christopher Kyte	500,000	9 January 2026	9 January 2033	23p
Christopher Kyte	1,250,000	12 March 2027	12 March 2037	20p

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:	14 February 2025
###### Contact name:	Hugh Wooster
###### Telephone number:	0755354180

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 .

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