Form 8 (Opening Position Disclosure)
MindGym plc has issued a replacement RNS regarding its opening position disclosure as the offeree, with the latest practicable date for holding positions being February 3, 2026. The disclosure confirms no relevant securities are owned, controlled, or subject to short positions or derivatives by the company itself. However, it details significant beneficial holdings by directors acting in concert, with Octavius Black and Joanne Cash holding 55,712,055 ordinary shares representing 55.48% of the voting share capital, and Sebastian Bailey holding 10,341,373 shares (10.30%). Additionally, directors hold various long-term incentive plan options, with Emily Fyffe and Christoffer Ellehuus holding substantial option grants across different performance conditions. There are no indemnity, option arrangements, or agreements relating to options or derivatives.
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Replacement: This announcement replaces the "Form 8 (Opening Position Disclosure)" RNS released at 11:32:45 on 04 February 2026 with RNS Number: 7251R. The only change is a typo correction of Octavius Black's name in table 3a. All other text remains unchanged.
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")
KEY INFORMATION
| (a) Full name of discloser: | MindGym plc |
| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | MindGym plc |
| (d) Is the discloser the offeror or the offeree? | OFFEREE |
| (e) Date position held: The latest practicable date prior to the disclosure | 03 February 2026 |
POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
| Class of relevant security: | 0.001p Ordinary Shares | ||
| Interests | Short positions | ||
| Number | % | Number | % |
- Relevant securities owned and/or controlled:
- Cash-settled derivatives:
- Stock-settled derivatives (including options) and agreements to purchase/sell:
| TOTAL: | N/A |
All interests and all short positions should be disclosed.
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 |
- POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
- Beneficial holdings of the Directors of MindGym plc (including their close relatives) in its ordinary shares of no par value each Name Number of ordinary shares held % of voting share capital Octavius Black and Joanne Cash 55 712 055 55.48 Sebastian Bailey 10 341 373 10.30 Emily Fyffe 685 0.07 (b) Beneficial holdings of the directors of MindGym plc in rights to subscribe for shares in MindGym plc Options over ordinary shares in MindGym plc: Name Plan Grant date Vesting date Expiry date Exercise price No of options/ shares Emily Fyffe LTIP 1 21 July 2022 21 July 2025 21 July 2032 0 22,916 Emily Fyffe LTIP 2 26 July 2023 26 July 2026 26 July 2033 0 16,616 Emily Fyffe LTIP 3 26 July 2023 26 July 2026 26 July 2033 0 38,770 Christoffer Ellehuus LTIP 2 28 August 2024 28 August 2027 28 August 2034 0 263,158 Emily Fyffe LTIP 2 28 August 2024 28 August 2027 28 August 2034 0 51,810 Christoffer Ellehuus LTIP 3 28 August 2024 28 August 2027 28 August 2034 0 614,035 Emily Fyffe LTIP 3 28 August 2024 28 August 2027 28 August 2034 0 120,889 Christoffer Ellehuus LTIP 1 28 August 2024 28 August 2027 28 August 2034 0 877,193 Emily Fyffe LTIP 1 28 August 2024 28 August 2027 28 August 2034 0 172,699 Christoffer Ellehuus LTIP 3 31 July 2025 31 July 2028 31 July 2035 0 857,143 Emily Fyffe LTIP 3 31 July 2025 31 July 2028 31 July 2035 0 471,429 Christoffer Ellehuus LTIP 2 31 July 2025 31 July 2028 31 July 2035 0 428,571 Emily Fyffe LTIP 2 31 July 2025 31 July 2028 31 July 2035 0 235,714 Christoffer Ellehuus LTIP 1 31 July 2025 31 July 2028 31 July 2035 0 428,571 Emily Fyffe LTIP 1 31 July 2025 31 July 2028 31 July 2035 0 235,714 (1) Timebound LTIP Performance Condition (2) EBITDA Target LTIP Performance Condition (3) Revenue Target LTIP Performance Condition
- OTHER INFORMATION
- Indemnity and other dealing arrangements
None
- Agreements, arrangements or understandings relating to options or derivatives
None
Attachments
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | NO |
| Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 04 February 2026 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.