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EQUALS GROUP PLC

Major Shareholding Notification Aug 1, 2024

7629_rns_2024-08-01_e6eae8bd-5dbc-4a72-bd7b-4225e6d0c961.html

Major Shareholding Notification

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National Storage Mechanism | Additional information

RNS Number : 7989Y

Equals Group PLC

01 August 2024

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser: Concert party established in 2014 at the time of the Equals Group plc IPO
(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.
Ashley Levett

Christian Levett

Ian Strafford-Taylor

Matthew Tawse

Richard Hills

Tom Breslin

Stephen Heath

Julian Bean
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree
Equals Group plc
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
(e) Date position held/dealing undertaken:

     For an opening position disclosure, state the latest practicable date prior to the disclosure
30 July 2024
(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 PERSON 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 following the dealing (if any)

Class of relevant security: 1p Ordinary
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: 32,919,305* 17.46%
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL: 32,919,305* 17.46%

* Please see full breakdown of interests below.

Breakdown of concert party interests

Shareholder Interests Percentage
Ashley Levett 22,291,833 11.82%
Christian Levett 2,144,989 1.14%
Ian Strafford-Taylor*+ 2,210,250 1.17%
Matthew Tawse 180,000 0.10%
Richard Hills 373,500 0.20%
Tom Breslin 460,152 0.24%
Stephen Heath 4,898,341 2.60%
Julian Bean 360,240 0.19%
32,919,305 17.46%

* Figure includes 10,000 shares beneficially held by Ian Strafford-Taylor and legally held by the share incentive plan trustee pursuant to the Equals Group PLC Share Incentive Plan ("SIP"). The change in 2,024 shares from the previous disclosure is due to the grant date passing and shares being transferred to Ian Strafford-Taylor.

  • Ian Strafford-Taylor's interests are also disclosed on the Company's OPD as released via RNS number: 4621T on 15 November 2023 at 07:00.

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).

(b)        Rights to subscribe for new securities (including directors' and other employee options)

Class of relevant security in relation to which subscription right exists:

1p Ordinary

Details, including nature of the rights concerned and relevant percentages:

Ian Strafford-Taylor +

Number of ordinary shares in Equals Group PLC under option or subject to an award Share plan under which option or award was granted Date of grant Exercise price (per share) (£) Vesting date / first date of exercise Expiry period / final date for exercise
192,950 Standalone option agreement 22 July 2014 0.2184 4 November 2015 28 January 2025
1,789,300 Standalone option agreement 22 July 2014 0.3644 4 November 2015 28 January 2025
1,535,750 Standalone option agreement 28 July 2014 0.3644 4 November 2015 28 January 2025
750,000 EMI Plan*** 28 September 2016 0.2975 28 September 2017 (250,000 shares) 27 September 2026
28 September 2018 (250,000 shares)
28 September 2019 (250,000 shares)
2,000,000 Standalone option agreement 26 February 2021 0.29 30 April 2021 (666,667 shares) 26 February 2031
30 April 2022 (666,667 shares)
30 April 2023 (666,666 shares)
750,000 LTIP**** 18 October 2021 Nil 18 October 2024 N/A
637,500 LTIP 14 December 2022 Nil 14 December 2025 N/A
550,000 LTIP 3 November 2023 Nil 3 November 2026 N/A
4,000 SIP 7 January 2022 Nil 7 January 2022 N/A
3,976 SIP 20 January 2023 Nil 20 January 2023 N/A
2,024 SIP 4 December 2023 Nil 4 December 2026 N/A

*** the FairFX Group Share Option Plan.

**** the Equals Group PLC 2021 Discretionary Incentive Plan under which conditional share awards (not options to acquire shares) are granted.

SIP shares are subject to forfeiture on termination of employment (other than as a "good leaver").

  • Ian Strafford-Taylor's holding is also disclosed on the Company's OPD as released via RNS number: 4621T on 15 November 2023 at 07:00.

3.         DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a)        Purchases and sales

Class of relevant security Purchase/sale Number of securities Price per unit
1p Ordinary Sale (to cover subscription costs and tax liability) 544,560 107.78p

(b)        Cash-settled derivative transactions

Class of relevant security Product description

e.g. CFD
Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position
Number of reference securities Price per unit

(c)        Stock-settled derivative transactions (including options)

(i)         Writing, selling, purchasing or varying

Class of relevant security Product description e.g. call option Writing, purchasing, selling, varying etc. Number of securities to which option relates Exercise price per unit Type

e.g. American, European etc.
Expiry date Option money paid/ received per unit

(ii)        Exercise

Class of relevant security Product description

e.g. call option
Exercising/ exercised against Number of securities Exercise price per unit

(d)        Other dealings (including subscribing for new securities)

Class of relevant security Nature of dealing

e.g. subscription, conversion
Details Price per unit (if applicable)
1p Ordinary Exercise of share options 200,000 £0.0730
1p Ordinary Exercise of share options 254,800 £0.2186
1p Ordinary Exercise of share options 400,000 £0.3644
1p Ordinary Exercise of share options 50,000 £0.2975

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 person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

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 person making the disclosure 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

Is a Supplemental Form 8 (Open Positions) attached? No
###### Date of disclosure: 1 August 2024
###### Contact name: Ian Strafford-Taylor
###### Telephone number*: +44 (0) 20 7778 9308

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.

*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.

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 [email protected] or visit www.rns.com.

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END

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