Downing LLP
LEI: 213800G3X76VBG9SB504
22 January 2025
Form 8.3 re. Digitalbox Plc
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| (a) Full name of discloser: | Downing LLP |
| (b) Owner or controller of interests and short positions disclosed, if different from 1(a): | Downing Strategic Micro-Cap Investment Trust Plc Client funds managed by Downing LLP |
| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: | Digitalbox Plc |
| (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: | n/a |
| (e) Date position held/dealing undertaken: | 22 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? | No |
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
| Class of relevant security: | Ordinary shares 1p | |||
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | 20,000,000 | 16.96 | ||
| (2) Cash-settled derivatives: | ||||
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | ||||
| TOTAL: | 20,000,000 | 16.96 | ||
(b) Rights to subscribe for new securities (including directors’ and other employee options)
| Class of relevant security in relation to which subscription right exists: | |
| Details, including nature of the rights concerned and relevant percentages: |
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
| Class of relevant security | Purchase/sale | Number of securities | Price per unit |
| 1p Ordinary | Sale Purchase | 22,589,795 20,000,000 | 0.037 0.037 |
(b) Cash-settled derivative transactions
| Class of relevant security | Product description | Nature of dealing | Number of reference securities | Price per unit |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
| Class of relevant security | Product description | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit | Type | Expiry date | Option money paid/ received per unit |
(ii) Exercise
| Class of relevant security | Product description | Exercising/ exercised against | Number of securities | Exercise price per unit |
(d) Other dealings (including subscribing for new securities)
| Class of relevant security | Nature of dealing | Details | Price per unit (if applicable) |
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 person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: |
None |
(b) Agreements, arrangements or understandings relating to options or derivatives
| Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure 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: |
None |
(c) Attachments
| Is a Supplemental Form 8 (Open Positions) attached? | NO |
| Date of disclosure: | 22 January 2025 |
| Contact name: | |
| Telephone number*: | 0207 416 7780 |
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