FORM 8 (OPD)

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PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

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1.�������� KEY INFORMATION

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(a) Full name of discloser:	FB Investors LLP
(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	Sutton Harbour Holdings plc
(d) Is the discloser the offeror or the offeree?	Offeror
(e) Date position held: ���� The latest practicable date prior to the disclosure	24 November 2017
(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 �

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2.�������� POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

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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.

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(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:

Ordinary shares of 1 pence each

Details, including nature of the rights concerned and relevant percentages:

FB Investors LLP ("FB Investors") and Sutton Harbour Holdings plc ("SHH") have entered into a conditional subscription agreement pursuant to which FB Investors has agreed to subscribe for 9,322,034 new ordinary shares of 1 pence each in SHH (the "Subscription Shares") at a price of 29.5 pence per Subscription Share, being equal to the offer price (the "Share Subscription").  The Share Subscription is conditional upon (i) the Partial Offer becoming, or being declared, wholly unconditional in accordance with its terms and (ii) SHH shareholders approving at the SHH General Meeting the resolutions necessary to grant the SHH Directors sufficient authorities to issue the Subscription Shares pursuant to the Share Subscription Agreement.

 

 

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:

n/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:	27 November 2017
Contact name:	Philip Beinhaker
Telephone number:	via WH Ireland - 0117 945 3472

 

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 .