M&A Activity • Jan 21, 2025
M&A Activity
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RNS Number : 1448U
Team Internet Group PLC
21 January 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: | 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 .
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