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Sativa Group PLC - Form 8 (OPD) Offeror Directors & CP positions

RNS Number : 5215M
Sativa Group PLC
11 May 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:

Stillcanna Inc.

(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

Stillcanna Inc.

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

OFFEROR

(e) Date position held:

     The latest practicable date prior to the disclosure

7 May 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 - Sativa 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:

 

Common NPV

 

 

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:

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:

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 ("Stillcanna Shares") were as follows:

 

Name

Number of Stillcanna Shares

% of Stillcanna Shares

Jason Dussault*

150,000*

0.14%

Shae de Jaray

2,848,436

2.57%

 

* Diane Stafrace, the wife of Jason Dussault, holds 40,000 Stillcanna Shares, which are included within this figure.

 

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

 

Name

No. of Stillcanna Options

Exercise price per option

Grant date

Vesting date

Exercise date

Jason Dussault

350,000

CDN$0.19

31/07/18

31/07/18

31/07/2023

Shae de Jaray

250,000

CDN$0.63

15/10/18

15/10/18

15/10/2023

Bill Macdonald

300,000

CDN$1.23

27/05/19

27/08/19

27/05/2024

Warren Robinson

350,000

CDN$1.23

27/05/19

27/08/19

27/05/2024

 

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 Stillcanna Shares were as follows:

 

Name

Number of Stillcanna Shares

% of Stillcanna Shares

Krystyna Bojek

10,032,000

9.05%

Zofia Vahlberg

10,032,000

9.05%

Marc Crimeni

3,735,940

3.37%

Adrian Crimeni

114,533

0.1%

Joel Leonard

14,000

0.01%

 

(ii)    Persons deemed to be acting in concert with the Offeror have been granted the following Stillcanna Options:

 

Name

No. of Stillcanna Options

Exercise price per option

Grant date

Vesting date

Exercise date

Marc Crimeni

350,000

CDN$0.63

15/10/18

15/10/18

15/10/2023

Joel Leonard

250,000

CDN$0.19

31/07/18

31/07/18

31/07/2023

 

3.   Connected Advisers' Interests

 

No "connected adviser" has any interest in Stillcanna Shares. However, please note that Bill Macdonald, the principal of Macdonald Tuskey, being a "connected adviser" to the Offeror, is the grantee of 300,000 Stillcanna Options (as detailed in paragraph 1(i) above).

 

 

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:

7 May 2020

Contact name:

Joel Leonard, CFO

Telephone number:

+1 778 838 3692

 

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.
 
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