TP ICAP Group PLC

Major Shareholding Notification • Aug 19, 2021

National Storage Mechanism | Additional information

RNS Number : 1979J

TP Group PLC

19 August 2021

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:	TP 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.	As above
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	TP Group PLC
(d) Is the discloser the offeror or the offeree?	OFFEROR / OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	18 August 2021
(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"	YES / NO / N/A If YES, specify which:

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 of 1p each
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	0	0	0	0
(2) Cash-settled derivatives:	0	0	0	0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	0	0	0	0
TOTAL:	0	0	0	0

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:

The directors of the company hold the following interests:

Name	Position	Number of Shares	% Holding
David Lindsay	CEO	2,600,000	0.34%
Jeremy Warner-Allen	Non-Exec	1,854,945	0.24%
Derren Stroud	CFO	653,847	0.08%
Phil Holland	Non-Exec	421,978	0.05%
Andrew McCree	Non-Exec Chairman	333,847	0.04%

In addition, Derren Stroud holds exercisable share options of 1,425,818 shares and Andrew McCree holds exercisable share options of 250,000 shares - please see further information on these share options in the below table:

Option Holder	Number of Shares	Grant Date	Exercise Date	Price £	Lapse Date
Derren Stroud	475,272	09/05/2017	09/05/2020	0.07	09/05/2027*
Derren Stroud	475,273	09/05/2017	09/05/2021	0.07	09/05/2027*
Derren Stroud	475, 273	09/05/2017	09/05/2022	0.07	09/05/2027*
Andrew McCree	83,333	01/10/2014	01/10/2015	0.10	30/09/2024
Andrew McCree	83,333	01/10/2014	01/10/2016	0.10	30/09/2024
Andrew McCree	83,333	01/10/2014	01/10/2017	0.10	30/09/2024

(*Derren Stroud's share options are additionally subject to a performance condition that the company share price must have been at least 12.1pence per share for 20 consecutive days or more during the period 09/05/2019 to 09/05/2022)

There are no other "persons of concert" holding any interests or rights to subscribe

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"
N/A

(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"
N/A

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	YES/NO
Supplemental Form 8 (SBL)	YES/NO

###### Date of disclosure:	19 August 2021
###### Contact name:	Claire MacPherson
###### Telephone number:	07741 262385

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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