Stride Gaming PLC (LON:STR)

Stride Gaming PLC (LON:STR)


Share Price
116.50 p
Change
0 (0.00 %)
Market Cap
£88.31 m
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Stride Gaming PLC RNS Release

Form 8 (OPD) - Stride Gaming


RNS Number : 9165Q
Stride Gaming PLC
22 February 2019
 

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:

Stride Gaming 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

Stride Gaming plc

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

21 February 2019

(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"

NO

 

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 £0.01 each

(JE00BWT5X884)

 

 

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:

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:

 

a)         Holdings of ordinary shares of £0.01 each ("Ordinary Shares") in Stride Gaming plc by directors and their close relatives and related trusts

 

Name

No. of Ordinary Shares held

Percentage of issued share capital

Eitan Boyd (1)

2,611,151

3.44

Darren Sims (2)

1,160,984

1.53

Ronen Kannor (3)

39,273

0.05

Adam Batty

22,727

0.03

Nigel Payne

13,889

0.02

John Le Poidevin

44,546

0.06

 

 (1) Legal title to these Ordinary Shares is held by Guardian Trust Company Limited as trustee for the Alon Trust. The beneficiaries of the Alon Trust are Eitan Boyd, his wife and children.

(2) Legal title to these Ordinary Shares is held by Clermont Corporate Services Limited in its capacity as trustee for the Monkey George Trust. The beneficiaries of the Monkey George Trust are Darren Sims, his wife and children.

(3) Legal title to these Ordinary Shares is held by Pershing Nominees Limited in its capacity as trustee for SHCLT Trust. The beneficiaries of the SHCLT Trust are Ronen Kannor, his wife and children.

 

b)         Share options with performance conditions over Ordinary Shares in Stride Gaming plc held by directors and their close relatives and related trusts

 

Name

Potential number of Ordinary Shares held

Scheme

Exercise price

Earliest vesting date

Expiry date

Eitan Boyd

111,111

LTIP

Nil

31 August 2018

31 August 2028

Eitan Boyd

113,333

LTIP

Nil

31 August 2019

31 August 2029

Darren Sims

111,111

LTIP

Nil

31 August 2018

31 August 2028

Darren Sims

113,333

LTIP

Nil

31 August 2019

31 August 2029

Ronen Kannor

66,667

LTIP

Nil

31 August 2018

31 August 2028

Ronen Kannor

77,778

LTIP

Nil

31 August 2019

31 August 2029

 

 

 

 

 

c)         Share options vested but not exercised over Ordinary Shares in Stride Gaming plc held by directors and their close relatives and related trusts

 

Name

Potential number of Ordinary Shares held

Scheme

Exercise price

Vesting date

Expiry date

Eitan Boyd

750,000

EMI

£1.32

18 May 2018

18 May 2028

Darren Sims

750,000

EMI

£1.32

18 May 2018

18 May 2028

Ronen Kannor

500,000

EMI

£1.32

18 May 2018

18 May 2028

 

 

 

d)         Holdings of Ordinary Shares in Stride Gaming plc by members of the GAL Concert Party (being such persons who are presumed to be acting in concert with each of Eitan Boyd, Darren Sims and Ronen Kannor and their respective close relatives and related trusts)

 

Name

No. of Ordinary Shares held

Percentage of issued share capital

Gal Holdings Limited

18,778,388

24.77

Izak Cronje (and wife)

16,454

0.02

Ukudla Commodities Limited(1)

820,000

1.08

Christo Oosthuizen(2)

351,289

0.46

Alan Feldman

0

0

Michael Weinraub

364,764

0.48

Assaf Matityahu

584,067

0.77

Shlomi Zac

275,992

0.36

 

(1) Ultimately owned by Rubin Feldman, the father of Alan Feldman (a consultant to Group companies).

(2) Of these shares, 25,000 are held by Christo Oosthuizen in his own name and for the remainder, the legal title is held by Geneva Management Group (BVI) Limited.

 

 

 

e)         Share options with performance conditions over Ordinary Shares in Stride Gaming plc held by members of the GAL Concert Party (being such persons who are presumed to be acting in concert with each of Eitan Boyd, Darren Sims and Ronen Kannor and their respective close relatives and related trusts)

 

Name

Potential number of Ordinary Shares held

Scheme

Exercise price

Earliest vesting date

Expiry date

Assaf Matityahu

38,911

Share Options

£2.57

31 December 2019

31 December 2029

Izak Cronje (and wife)

166,667

Share options

£1.32

01 October 2019

01 October 2029

 

 

 

 

 

 

 

 

f)          Share options vested but not exercised over Ordinary Shares in Stride Gaming plc held by members of the GAL Concert Party (being such persons who are presumed to be acting in concert with each of Eitan Boyd, Darren Sims and Ronen Kannor and their respective close relatives and related trusts)

 

Name

Potential number of Ordinary Shares held

Scheme

Exercise price

Vesting date

Expiry date

Christo Oosthuizen

166,666

Share options

£1.32

18 May 2016

18 May 2026

Christo Oosthuizen

166,666

Share options

£1.32

18 May 2017

18 May 2027

Christo Oosthuizen

166,667

Share options

£1.32

18 May 2018

18 May 2028

Alan Feldman

166,667

Share options

£1.32

18 May 2018

18 May 2028

Assaf Matityahu

38,911

Share options

£2.57

31 December 2018

31 December 2028

Izak Cronje (and wife)

100,000

Share options

£1.32

01 October 2017

01 October 2028

Izak Cronje (and wife)

180,000

Share options

£1.32

01 October 2018

01 October 2028

 

 

 

 

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 February 2019

Contact name:

Ronen Kannor

Telephone number:

+44 (0)20 7284 6080

 

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 [email protected] or visit www.rns.com.
 
END
 
 
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Article
November 28 2016

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