FRENKEL TOPPING GROUP PLC — M&A Activity 2020

Oct 6, 2020

National Storage Mechanism | Additional information

RNS Number : 2648B

Frenkel Topping Group PLC

06 October 2020

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:	Frenkel Topping 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	Frenkel Topping Group plc
(d) Is the discloser the offeror or the offeree?	Offeror
(e) Date position held:      The latest practicable date prior to the disclosure	6 October 2020
(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 - NAHL Group plc

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	-
(2) Cash-settled derivatives:	Nil	-	Nil	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	-	Nil	-
TOTAL:	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:

1.  Directors' Interests

(i)         The interests (all of which are beneficial unless otherwise stated), of the Offeror's directors and their respective related parties, in the common shares of the Offeror ("Frenkel Shares") were as follows:

Name	Number of Frenkel Shares	% of Frenkel Shares
Richard Fraser	2,062,574	1.91%
Elaine Cullen-Grant	120,000	0.11%
Mark Holt	329,791	0.31%

(ii)        The Offeror's directors have been granted the following share options to subscribe for Frenkel Shares (on the terms detailed below) ("Frenkel Options"):

Name	No. of Frenkel Options	Exercise price per Option	Grant Date	Exercise Date	Expiry date
Richard Fraser	1,000,000 250,000	0.5p 0.5p	24/08/2016 12/03/2018	Performance related*	N/a**
Mark Holt	333,334 83,500 750,000	24.0p 13.5p 0.5p	24/08/2016 12/03/2018 12/03/2018	Performance related*	N/a**

*The performance criteria for the above options are as follows:

		Shares exercisable by criteria
	No. of Options	(A)        £0.5bn Asset on DFM	(B)          £1bn AUM	Exercise date if A & B not achieved
Richard Fraser	1,000,000	500,000	500,000	Aug-21
250,000	125,000	125,000	Mar-22
Mark Holt	333,334	166,667	166,667	Aug-21
750,000	375,000	375,000	Mar-22
83,500	41,750	41,750	Mar-22

**The options do not have an expiry date

2.  Concert Parties' Interests

(i) The interests (all of which are beneficial unless otherwise stated) of persons deemed to be acting in concert with the Offeror in Frenkel Shares were as follows:

Name	Number of Frenkel Shares	% of Frenkel Shares
North Atlantic Smaller Companies Investment Trust Plc*	24,100,000	22.3%

*Christopher Mills, a director of Frenkel Topping Group plc, is both a Director and shareholder of North Atlantic Smaller Companies Investment Trust plc for which Harwood Capital LLP acts as Investment Adviser

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)	NO
Supplemental Form 8 (SBL)	NO

###### Date of disclosure:	6 October 2020
###### Contact name:	Elaine Cullen Grant
###### Telephone number:	0161 886 8000

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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