Indigo Capital LP - Form 8.3 - First Class Metals PLC
Released
Released
Announcement PDF
RNS Number : 2176T
Indigo Capital LP
16 February 2026
FORM
8.3 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: Indigo Capital LP
(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.
Christian Girodet
George Sandhu
(c) Name of offeror/offeree in relation to whose
relevant securities this form relates:
Use a separate form for each offeror/offeree
First Class Metals plc
(d) If an exempt fund manager connected with
an offeror/offeree, state this and specify
identity of offeror/offeree:
(e) Date position held/dealing undertaken:
For an opening position disclosure, state the
latest practicable date prior to the disclosure
13 Feb 2026
(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
2. POSITIONS OF THE PERSON 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 following the dealing (if any)
Class of relevant security: 0.1p ordinary
Interests Short positions
Number % Number %
(1) Relevant securities owned
and/or controlled:
1,750,000 0.7%
(2) Cash-settled derivatives:
(3) Stock-settled derivatives
(including options) and
agreements to purchase/sell:
TOTAL:
1,750,000 0.7%
Class of relevant security: Convertible Loan Note 2025
Interests Short positions
Number % Number %
(1) Relevant securities owned
and/or controlled:
282,500 100%
(2) Cash-settled derivatives:
(3) Stock-settled derivatives
(including options) and
agreements to purchase/sell:
TOTAL:
282,500 100%
Class of relevant security: Convertible Loan Note 2026
Interests Short positions
Number % Number %
(1) Relevant securities owned
and/or controlled:
350,000 100%
(2) Cash-settled derivatives:
(3) Stock-settled derivatives
(including options) and
agreements to purchase/sell:
TOTAL:
350,000 100%
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).
(b) Rights to subscribe for new securities (including directors' and
other employee options)
Class of relevant security in relation to
which subscription right exists:
0.1p ordinary shares
Details, including nature of the rights
concerned and relevant percentages:
Warrant expiring Nov 2028, right to
convert into 7,861,635 at 3.18p. Date of
grant 11 Nov 2025
Warrant expiring Jan 2029, right to convert
into 4,803,922 at 2.55p. Date of grant 29
Jan 2026
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
appropriate)
for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
Class of relevant
security
Purchase/sale Number of
securities
Price per unit
0.1p ordinary Sale 1,500,000 2.066p
(b) Cash-settled derivative transactions
Class of
relevant
security
Product
description
e.g. CFD
Nature of dealing
e.g. opening/closing a
long/short position,
increasing/reducing a
long/short position
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
e.g. call
option
Writing,
purchasing,
selling,
varying etc.
Number
of
securities
to which
option
relates
Exercise
price per
unit
Type
e.g.
American,
European
etc.
Expiry
date
Option
money
paid/
received
per unit
(ii) Exercise
Class of
relevant
security
Product
description
e.g. call option
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
e.g. subscription,
conversion
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:
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 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:
If there are no such agreements, arrangements or understandings, state "none"
None
(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? NO
Date of disclosure: 16 Feb 2026
Contact name: Edric Friedlander
Telephone number*: +44 020 8090 9324
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.
*If the discloser is a natural person, a telephone number does not need to be
included, provided contact information has been provided to the Panel's
Market Surveillance Unit.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org .uk.
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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 rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For
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