ZOO DIGITAL GROUP PLC

Major Shareholding Notification • Feb 17, 2023

National Storage Mechanism | Additional information

RNS Number : 3294Q

7digital Group PLC

17 February 2023

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:	7digital 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	7digital Group Plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	16 February 2023
(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:	Ordinary Shares of 0.01p each
	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:

1. Directors' Interests

a)  Directors' holdings of ordinary shares of 0.01p each ("Ordinary Shares") in 7digital Group plc (the "Company")                                                 

Director	Number of Ordinary Shares held	Percentage of Company's existing issued share capital
Mark Foster	587,943	0.02%
Paul Langworthy	21,146	0.00%
Michael Juskiewicz	1,000,000	0.04%
David Lazarus1	742,436,219	27.27%
Tamir Koch2	446,512,126	16.40%
Total:	1,190,557,434	43.74%

Notes:

1. Held indirectly via Magic Investments S.A. of which Mr Lazarus is a director and controlling shareholder.

2. 445,012,126 of these shares are held indirectly via Shmuel Koch Holdings Limited of which Mr Koch is a director.                                                          

b) Directors' holdings of share options

Director	Number of options over Ordinary Shares held	Date of grant	Date of vesting	Date of expiry	Exercise price (p)
Paul Langworthy	2,650,000	29/08/2018	29/08/2021	27/05/2031	Nil
	10,666,667	27/05/2021	01/07/2022	27/05/2031	0.01
	1,283,333	27/05/2021	01/04/2022	27/05/2031	0.01
Michael Juskiewicz	8,000,000	27/05/2021	18/07/2022	27/05/2031	0.01
Mark Foster	5,000,000	27/05/2021	21/07/2021	27/05/2031	0.01
Helen Gilder	527,778	27/05/2021	21/07/2021	27/05/2031	0.01

1. Interests of other persons considered to be acting in concert with the Company

Name	Number of Ordinary Shares held	Percentage of Company's existing issued share capital
Larry Schewitz*	90,111,111	3.31%
Alan Da Costa**	51,111,111	1.88%
Noam Band***	89,000,000	3.27%
Graeme Lazarus****	8,888,889	0.33%

Notes:

*  Pre-existing concert party member as set out in the Company's announcement of 26 September 2019. Ordinary Shares held via LAS Investments Limited, an investment vehicle beneficially owned and controlled by Mr Schewitz.

** Pre-existing concert party member as set out in the Company's announcement of 26 September 2019. Board observer and general counsel for, and director of the ultimate parent company of, Magic Investments S.A.

*** Board observer.

**** Ordinary Shares held indirectly via Ground Control Investments Limited of which Graeme Lazarus is a beneficial owner. He is the brother of David Lazarus and is also a substantial shareholder and director of the ultimate parent company of Magic Investments S.A.

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:	17 February 2023
###### Contact name:	Paul Langworthy
###### Telephone number:	+44 (0) 7983 494 937

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.

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 rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

FEEUBUUROSUUAAR