Bonmarche : Form 8 (OPD) - Bonmarche Holdings plc

(a) Full name of discloser:

Bonmarche Holdings 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

Bonmarche Holdings Plc

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

11 April 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'

N/A

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

-

Class of relevant security in relation to which subscription right exists:

None

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

None

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) Beneficial holdings of ordinary shares of 1p each ('Ordinary Shares') in Bonmarche Holdings Plc (the 'Company') by the directors and their close relatives and related trusts:

* Based on 50,018,150 Ordinary Shares in issue as of the date of this form.

** Shares held by HSDL Nominees Limited. The beneficiary of these shares is Mr Stephen Alldridge.

(b) Share options over Ordinary Shares in the Company held by the directorsand their close relatives and related trusts:

*Based on 50,018,150 Ordinary Shares in issue as of the date of this form.

** In addition to the FY17 LTIP awards referred to above, each of Helen Connolly and Stephen Alldridge holds a tax-qualifying option over 34,722 Ordinary Shares with an exercise price of £0.864 per Ordinary Share. On the exercise of the tax-qualifying option, the extent to which the LTIP award is exercised shall be reduced to take account of the gain made on the exercise of the tax-qualifying option to ensure that the pre-tax value delivered to the participant is not increased by the grant of the tax-qualifying option.

*** The performance criteria were not met in respect of the FY16 LTIP and the award did not vest.

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.

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.

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

Date of disclosure:

11 April 2019

Contact name:

Caroline Farbridge

Telephone number:

01924 700 100