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Solmate (Nasdaq: SLMT)
IRISH TAKEOVER PANEL
OPENING POSITION DISCLOSURE UNDER RULE 8.1(a) AND (b) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 BY AN OFFEROR OR AN OFFEREE
1. KEY INFORMATION
|
(a) Full name of discloser: |
Brera 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 |
Brera Holdings Plc |
|
(d) Is the discloser the offeror or the offeree? |
OFFEREE |
|
(e) Date position held:
The latest practicable date prior to the disclosure |
23 June 2026 |
|
(f) In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state “N/A” |
NO |
2. INTERESTS AND SHORT POSITIONS
If there are interests and positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.
Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates (Note 1)
|
Class of relevant security: (Note 2) |
||||
|
|
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 options including rights to subscribe for new securities and 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.
3. INTERESTS AND SHORT POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY MAKING THE DISCLOSURE
| Details of any interests and short positions (including directors’ and other employee options) of any person acting in concert with the party making the disclosure: | ||||
|
Brera Holdings Plc Directors: The directors of Brera Holdings Plc detailed in the table below (together with their connected persons under Rule 3.3(b)(ii) of Part A of the Irish Takeover Rules) have the following interests in the relevant securities of Brera Holdings Plc. |
Class of Relevant Security |
Number of ordinary shares held at midnight on 23 June 2026 |
Percentage of issued share capital |
Total number of ordinary shares underlying unexercised warrants, restricted stock units (“RSUs”), and other subscription rights. |
|
Alyazi Saeed Ahmad Alkhattal Almheiri |
Class B Ordinary Shares |
174,983 |
1.59% |
87,777 |
|
Erez Simha |
Class B Ordinary Shares |
0 |
0% |
25,981 |
|
Keren Maimon |
Class B Ordinary Shares |
1,336,330 |
12.12% |
101,110 |
|
Ron Sade |
Class B Ordinary Shares |
1,338,978 |
12.14% |
104,888 |
|
Tariq Salem Ebraheem Alsaman Alnuaimi |
Class B Ordinary Shares |
349,974 |
3.17% |
171,110 |
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.
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” |
|
|
(b) Agreements, arrangements or understandings relating to options or derivatives
|
Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. |
|
|
(c) Attachments
|
Is a Supplemental Form 8 attached? |
YES/NO |
|
|
NO
|
|
Date of disclosure: |
24 June 2026 |
|
Contact name: |
Ron Sade |
|
Telephone number: |
+1 253-271-9108 |
Public disclosures under Rule 8.1 of the Rules must be made to a Regulatory Information Service.
NOTES ON FORM 8.1(a) and (b)
1. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) of Part B of the Rules.
2. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.
3. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
FORM 8.3
IRISH TAKEOVER PANEL
OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER
RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
1. KEY INFORMATION
|
(a) Full name of discloser |
Erez Simha |
|
(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. |
|
|
(c) Name of offeror/offeree in relation to whose relevant securities this form relates Use a separate form for each offeror/offeree |
Brera Holdings Plc |
|
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree (Note 1) |
|
|
(e) Date position held/dealing undertaken For an opening position disclosure, state the latest practicable date prior to the disclosure |
23 June 2026 |
|
(f) In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A” |
NO
|
2. INTERESTS AND SHORT POSITIONS
If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.
Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
(Note 2)
|
Class of relevant security |
Class B Ordinary Shares with nominal value $0.50 each |
|||
|
|
Interests |
Short positions |
||
|
Number |
% |
Number |
% |
|
|
(1) Relevant securities owned and/or controlled |
3,248 |
0.29% |
|
|
|
(2) Cash-settled derivatives |
|
|
|
|
|
(3) Stock-settled derivatives (including options) and agreements to purchase/ sell |
22,733 |
0.21% |
|
|
|
Total |
25,981 |
0.24% |
|
|
All interests and all short positions should be disclosed.
Details of options including rights to subscribe for new securities and 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.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4)
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 |
Purchase/sale |
Number of |
Price per unit |
|
N/A |
|
|
|
(b) Cash-settled derivative transactions
|
Class of |
Product |
Nature of dealing |
Number of |
Price |
|
N/A |
|
|
|
|
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
|
Class of |
Product |
Writing, purchasing, selling, varying |
Number |
Exercise |
Type |
Expiry |
Option |
|
N/A |
|
|
|
|
|
|
|
(ii) Exercise
|
Class of |
Product |
Exercising/ |
Number of |
Exercise |
|
N/A |
|
|
|
|
(d) Other dealings (including transactions in respect of new securities) (Note 3)
|
Class of |
Nature of dealing |
Details |
Price per unit (if |
|
N/A |
|
|
|
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
|
Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. |
|
None |
(c) Attachments
|
Is a Supplemental Form 8 attached? |
YES |
|
Date of disclosure |
24 June 2026 |
|
Contact name |
Erez Simha |
|
Telephone number |
+1 253-271-9108 |
Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service.
NOTES ON FORM 8.3
1. See the definition of “connected fund manager” in Rule 2.2 of Part A of the Rules.
2. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules.
3. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.
4. See the definition of “dealing” in Rule 2.1 of Part A of the Rules.
5. If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given.
6. See Rule 2.5(d) of Part A of the Rules.
7. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
SUPPLEMENTAL FORM 8
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1, RULE 8.3, RULE 38.5(b) AND
RULE 38.6 OF THE IRISH TAKEOVER PANEL ACT, 1997,
TAKEOVER RULES, 2022
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING
OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL AND
RIGHTS TO SUBSCRIBE FOR NEW SECURITIES
1. KEY INFORMATION
|
Full name of person making |
Erez Simha |
|
Name of offeror/offeree in relation |
Brera Holdings Plc |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
|
Class of |
Product |
Written or |
Number of |
Exercise |
Type |
Expiry |
|
|
|
|
|
|
|
|
3. AGREEMENTS TO PURCHASE OR SELL
|
Full details should be given so that the nature of the interest or position can be fully understood: |
|
|
4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING DIRECTORS’ AND OTHER EMPLOYEE OPTIONS)
|
Class of relevant security in relation to which subscription right exists: |
Class B Ordinary Shares with nominal value $0.50 each |
|
Details, including nature of the rights concerned and relevant percentages: |
Restricted Stock Units (“RSUs”)1
Grant Date Number of shares Exercise Price Expiry Date 3 April 2026 22,733 $0.00 None
1RSUs Vesting Schedule 1. 25,981 RSUs were granted on the grant date, and the RSUs vest in substantially equal quarterly installments over a two-year period commencing from the date of the grant. 2. To date, 3,248 units from the original grant of RSUs have vested, leaving 22,733 granted but unvested. 3. When all remaining RSUs vest, it will result in an increased interest of 0.21%.
|
It is not necessary to provide details on a Supplemental Form with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
FORM 8.3
IRISH TAKEOVER PANEL
OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER
RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
1. KEY INFORMATION
|
(a) Full name of discloser |
Alyazi Saeed Ahmad Alkhattal Almheiri |
|
(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. |
|
|
(c) Name of offeror/offeree in relation to whose relevant securities this form relates Use a separate form for each offeror/offeree |
Brera Holdings Plc |
|
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree (Note 1) |
|
|
(e) Date position held/dealing undertaken For an opening position disclosure, state the latest practicable date prior to the disclosure |
23 June 2026 |
|
(f) In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A” |
NO |
2. INTERESTS AND SHORT POSITIONS
If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.
Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
(Note 2)
|
Class of relevant security |
Class B Ordinary Shares with nominal value $0.50 each |
|||
|
|
Interests |
Short positions |
||
|
Number |
% |
Number |
% |
|
|
(1) Relevant securities owned and/or controlled |
176,650 |
1.60% |
|
|
|
(2) Cash-settled derivatives |
|
|
|
|
|
(3) Stock-settled derivatives (including options) and agreements to purchase/ sell |
86,110 |
0.78% |
|
|
|
Total |
262,760 |
2.38% |
|
|
All interests and all short positions should be disclosed.
Details of options including rights to subscribe for new securities and 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.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4)
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 |
Purchase/sale |
Number of |
Price per unit |
|
N/A |
|
|
|
(b) Cash-settled derivative transactions
|
Class of |
Product |
Nature of dealing |
Number of |
Price |
|
N/A |
|
|
|
|
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
|
Class of |
Product |
Writing, purchasing, selling, varying |
Number |
Exercise |
Type |
Expiry |
Option |
|
N/A |
|
|
|
|
|
|
|
(ii) Exercise
|
Class of |
Product |
Exercising/ |
Number of |
Exercise |
|
N/A |
|
|
|
|
(d) Other dealings (including transactions in respect of new securities) (Note 3)
|
Class of |
Nature of dealing |
Details |
Price per unit (if |
|
N/A |
|
|
|
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
|
Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. |
|
None |
(c) Attachments
|
Is a Supplemental Form 8 attached? |
YES |
|
Date of disclosure |
24 June 2026 |
|
Contact name |
Alyazi Saeed Ahmad Alkhattal Almheiri |
|
Telephone number |
+1 253-271-9108 |
Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service.
NOTES ON FORM 8.3
1. See the definition of “connected fund manager” in Rule 2.2 of Part A of the Rules.
2. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules.
3. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.
4. See the definition of “dealing” in Rule 2.1 of Part A of the Rules.
5. If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given.
6. See Rule 2.5(d) of Part A of the Rules.
7. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
SUPPLEMENTAL FORM 8
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1, RULE 8.3, RULE 38.5(b) AND
RULE 38.6 OF THE IRISH TAKEOVER PANEL ACT, 1997,
TAKEOVER RULES, 2022
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING
OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL AND
RIGHTS TO SUBSCRIBE FOR NEW SECURITIES
1. KEY INFORMATION
|
Full name of person making |
Alyazi Saeed Ahmad Alkhattal Almheiri |
|
Name of offeror/offeree in relation |
Brera Holdings Plc |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
|
Class of |
Product |
Written or |
Number of |
Exercise |
Type |
Expiry |
|
|
|
|
|
|
|
|
3. AGREEMENTS TO PURCHASE OR SELL
|
Full details should be given so that the nature of the interest or position can be fully understood: |
|
|
4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING DIRECTORS’ AND OTHER EMPLOYEE OPTIONS)
|
Class of relevant security in relation to which subscription right exists: |
Class B Ordinary Shares with nominal value $0.50 each |
|
Details, including nature of the rights concerned and relevant percentages: |
(a) Restricted Stock Units (“RSUs”)1
Grant Date Number of shares Exercise Price Expiry Date 23 September 2025 2,777 $0.00 23 October 2027
1RSUs Vesting Schedule 1. 4,444 RSUs were granted on the grant date, and the RSUs vest in substantially equal quarterly installments over a two-year period commencing from the date of the grant. 2. To date, 1,667 units from the original grant of RSUs have vested, leaving 2,777 granted but unvested. 3. When all remaining RSUs vest, it will result in an increased interest of 0.25%.
(b) Outstanding warrants / rights to subscribe for Class B Ordinary shares
Grant Date Number of shares Exercise Price Expiry Date 22 September 2025 55,555 $0.50 None 22 September 2025 27,778 $67.50 22 September 2030 1. If exercised, this would result in an increased interest of 0.5%. |
It is not necessary to provide details on a Supplemental Form with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
FORM 8.3
IRISH TAKEOVER PANEL
OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER
RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
1. KEY INFORMATION
|
(a) Full name of discloser |
Tariq Salem Ebraheem Alsaman Alnuaimi |
|
(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. |
|
|
(c) Name of offeror/offeree in relation to whose relevant securities this form relates Use a separate form for each offeror/offeree |
Brera Holdings Plc |
|
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree (Note 1) |
|
|
(e) Date position held/dealing undertaken For an opening position disclosure, state the latest practicable date prior to the disclosure |
23 June 2026 |
|
(f) In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A” |
NO |
2. INTERESTS AND SHORT POSITIONS
If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.
Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
(Note 2)
|
Class of relevant security |
Class B Ordinary Shares with nominal value $0.50 each |
|||
|
|
Interests |
Short positions |
||
|
Number |
% |
Number |
% |
|
|
(1) Relevant securities owned and/or controlled |
351,641 |
3.19% |
|
|
|
(2) Cash-settled derivatives |
|
|
|
|
|
(3) Stock-settled derivatives (including options) and agreements to purchase/ sell |
169,443 |
1.54% |
|
|
|
Total |
521,084 |
4.72% |
|
|
All interests and all short positions should be disclosed.
Details of options including rights to subscribe for new securities and 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.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4)
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 |
Purchase/sale |
Number of |
Price per unit |
|
N/A |
|
|
|
(b) Cash-settled derivative transactions
|
Class of |
Product |
Nature of dealing |
Number of |
Price |
|
N/A |
|
|
|
|
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
|
Class of |
Product |
Writing, purchasing, selling, varying |
Number |
Exercise |
Type |
Expiry |
Option |
|
N/A |
|
|
|
|
|
|
|
(ii) Exercise
|
Class of |
Product |
Exercising/ |
Number of |
Exercise |
|
N/A |
|
|
|
|
(d) Other dealings (including transactions in respect of new securities) (Note 3)
|
Class of |
Nature of dealing |
Details |
Price per unit (if |
|
N/A |
|
|
|
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
|
Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. |
|
None |
(c) Attachments
|
Is a Supplemental Form 8 attached? |
YES |
|
Date of disclosure |
24 June 2026 |
|
Contact name |
Tariq Salem Ebraheem Alsaman Alnuaimi |
|
Telephone number |
+1 253-271-9108 |
Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service.
NOTES ON FORM 8.3
1. See the definition of “connected fund manager” in Rule 2.2 of Part A of the Rules.
2. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules.
3. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.
4. See the definition of “dealing” in Rule 2.1 of Part A of the Rules.
5. If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given.
6. See Rule 2.5(d) of Part A of the Rules.
7. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
SUPPLEMENTAL FORM 8
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1, RULE 8.3, RULE 38.5(b) AND
RULE 38.6 OF THE IRISH TAKEOVER PANEL ACT, 1997,
TAKEOVER RULES, 2022
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING
OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL AND
RIGHTS TO SUBSCRIBE FOR NEW SECURITIES
1. KEY INFORMATION
|
Full name of person making |
Tariq Salem Ebraheem Alsaman Alnuaimi |
|
Name of offeror/offeree in relation |
Brera Holdings Plc |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
|
Class of |
Product |
Written or |
Number of |
Exercise |
Type |
Expiry |
|
|
|
|
|
|
|
|
3. AGREEMENTS TO PURCHASE OR SELL
|
Full details should be given so that the nature of the interest or position can be fully understood: |
|
|
4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING DIRECTORS’ AND OTHER EMPLOYEE OPTIONS)
|
Class of relevant security in relation to which subscription right exists: |
Class B Ordinary Shares with nominal value $0.50 each |
|
Details, including nature of the rights concerned and relevant percentages: |
(a) Restricted Stock Units (“RSUs”)1
Grant Date Number of shares Exercise Price Expiry Date 23 September 2025 2,777 $0.00 23 October 2027
1RSUs Vesting Schedule 1. 4,444 RSUs were granted on the grant date, and the RSUs vest in substantially equal quarterly installments over a two-year period commencing from the date of the grant. 2. To date, 1,667 units from the original grant of RSUs have vested, leaving 2,777 granted but unvested. 3. When all remaining RSUs vest, it will result in an increased interest of 0.25%.
(b) Outstanding warrants / rights to subscribe for Class B Ordinary shares
Grant Date Number of shares Exercise Price Expiry Date 22 September 2025 111,111 $0.50 None 22 September 2025 55,555 $67.50 22 September 2030 1. If exercised, this would result in an increased interest of 1.51%. |
It is not necessary to provide details on a Supplemental Form with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
FORM 8.3
IRISH TAKEOVER PANEL
OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER
RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
1. KEY INFORMATION
|
(a) Full name of discloser |
Ron Sade |
|
(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. |
|
|
(c) Name of offeror/offeree in relation to whose relevant securities this form relates Use a separate form for each offeror/offeree |
Brera Holdings Plc |
|
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree (Note 1) |
|
|
(e) Date position held/dealing undertaken For an opening position disclosure, state the latest practicable date prior to the disclosure |
23 June 2026 |
|
(f) In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A” |
NO |
2. INTERESTS AND SHORT POSITIONS
If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.
Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
(Note 2)
|
Class of relevant security |
Class B Ordinary Shares with nominal value $0.50 each |
|||
|
|
Interests |
Short positions |
||
|
Number |
% |
Number |
% |
|
|
(1) Relevant securities owned and/or controlled |
1,340,645 |
12.16% |
|
|
|
(2) Cash-settled derivatives |
|
|
|
|
|
(3) Stock-settled derivatives (including options) and agreements to purchase/ sell |
103,221 |
0.94% |
|
|
|
Total |
1,443,866 |
13.09% |
|
|
All interests and all short positions should be disclosed.
Details of options including rights to subscribe for new securities and 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.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4)
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 |
Purchase/sale |
Number of |
Price per unit |
|
N/A |
|
|
|
(b) Cash-settled derivative transactions
|
Class of |
Product |
Nature of dealing |
Number of |
Price |
|
N/A |
|
|
|
|
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
|
Class of |
Product |
Writing, purchasing, selling, varying |
Number |
Exercise |
Type |
Expiry |
Option |
|
N/A |
|
|
|
|
|
|
|
(ii) Exercise
|
Class of |
Product |
Exercising/ |
Number of |
Exercise |
|
N/A |
|
|
|
|
(d) Other dealings (including transactions in respect of new securities) (Note 3)
|
Class of |
Nature of dealing |
Details |
Price per unit (if |
|
N/A |
|
|
|
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
|
Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. |
|
None |
(c) Attachments
|
Is a Supplemental Form 8 attached? |
YES |
|
Date of disclosure |
24 June 2026 |
|
Contact name |
Ron Sade |
|
Telephone number |
+1 253-271-9108 |
Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service.
NOTES ON FORM 8.3
1. See the definition of “connected fund manager” in Rule 2.2 of Part A of the Rules.
2. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules.
3. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.
4. See the definition of “dealing” in Rule 2.1 of Part A of the Rules.
5. If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given.
6. See Rule 2.5(d) of Part A of the Rules.
7. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
SUPPLEMENTAL FORM 8
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1, RULE 8.3, RULE 38.5(b) AND
RULE 38.6 OF THE IRISH TAKEOVER PANEL ACT, 1997,
TAKEOVER RULES, 2022
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING
OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL AND
RIGHTS TO SUBSCRIBE FOR NEW SECURITIES
1. KEY INFORMATION
|
Full name of person making |
Ron Sade |
|
Name of offeror/offeree in relation |
Brera Holdings Plc |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
|
Class of |
Product |
Written or |
Number of |
Exercise |
Type |
Expiry |
|
|
|
|
|
|
|
|
3. AGREEMENTS TO PURCHASE OR SELL
|
Full details should be given so that the nature of the interest or position can be fully understood: |
|
|
4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING DIRECTORS’ AND OTHER EMPLOYEE OPTIONS)
|
Class of relevant security in relation to which subscription right exists: |
Class B Ordinary Shares with nominal value $0.50 each |
|
Details, including nature of the rights concerned and relevant percentages: |
(a) Restricted Stock Units (“RSUs”)1
Grant Date Number of shares Exercise Price Expiry Date 23 September 2025 2,777 $0.00 23 October 2027
1RSUs Vesting Schedule 1. 4,444 RSUs were granted on the grant date, and the RSUs vest in substantially equal quarterly installments over a two-year period commencing from the date of the grant. 2. To date, 1,667 units from the original grant of RSUs have vested, leaving 2,777 granted but unvested. 3. When all remaining RSUs vest, it will result in an increased interest of 0.25%.
(b) Outstanding warrants / rights to subscribe for Class B Ordinary shares
Grant Date Number of shares Exercise Price Expiry Date 22 September 2025 55,555 $0.50 None 22 September 2025 27,778 $67.50 22 September 2030 23 September 2025 17,111 $67.50 23 September 2028 1. If exercised, this would result in an increased interest of 0.91%. |
It is not necessary to provide details on a Supplemental Form with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
FORM 8.3
IRISH TAKEOVER PANEL
OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER
RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
1. KEY INFORMATION
|
(a) Full name of discloser |
Keren Kalima Maimon |
|
(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. |
|
|
(c) Name of offeror/offeree in relation to whose relevant securities this form relates Use a separate form for each offeror/offeree |
Brera Holdings Plc |
|
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree (Note 1) |
|
|
(e) Date position held/dealing undertaken For an opening position disclosure, state the latest practicable date prior to the disclosure |
23 June 2026 |
|
(f) In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A” |
NO
|
2. INTERESTS AND SHORT POSITIONS
If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.
Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
(Note 2)
|
Class of relevant security |
Class B Ordinary Shares with nominal value $0.50 each |
|||
|
|
Interests |
Short positions |
||
|
Number |
% |
Number |
% |
|
|
(1) Relevant securities owned and/or controlled |
1,337,997 |
12.13% |
|
|
|
(2) Cash-settled derivatives |
|
|
|
|
|
(3) Stock-settled derivatives (including options) and agreements to purchase/ sell |
99,443 |
0.90% |
|
|
|
Total |
1,437,440 |
13.03% |
|
|
All interests and all short positions should be disclosed.
Details of options including rights to subscribe for new securities and 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.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4)
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 |
Purchase/sale |
Number of |
Price per unit |
|
N/A |
|
|
|
(b) Cash-settled derivative transactions
|
Class of |
Product |
Nature of dealing |
Number of |
Price |
|
N/A |
|
|
|
|
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
|
Class of |
Product |
Writing, purchasing, selling, varying |
Number |
Exercise |
Type |
Expiry |
Option |
|
N/A |
|
|
|
|
|
|
|
(ii) Exercise
|
Class of |
Product |
Exercising/ |
Number of |
Exercise |
|
N/A |
|
|
|
|
(d) Other dealings (including transactions in respect of new securities) (Note 3)
|
Class of |
Nature of dealing |
Details |
Price per unit (if |
|
N/A |
|
|
|
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
|
Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. |
|
None |
(c) Attachments
|
Is a Supplemental Form 8 attached? |
YES |
|
Date of disclosure |
24 June 2026 |
|
Contact name |
Keren Kalima Maimon |
|
Telephone number |
+1 253-271-9108 |
Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service.
NOTES ON FORM 8.3
1. See the definition of “connected fund manager” in Rule 2.2 of Part A of the Rules.
2. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules.
3. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.
4. See the definition of “dealing” in Rule 2.1 of Part A of the Rules.
5. If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given.
6. See Rule 2.5(d) of Part A of the Rules.
7. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
SUPPLEMENTAL FORM 8
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1, RULE 8.3, RULE 38.5(b) AND
RULE 38.6 OF THE IRISH TAKEOVER PANEL ACT, 1997,
TAKEOVER RULES, 2022
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING
OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL AND
RIGHTS TO SUBSCRIBE FOR NEW SECURITIES
1. KEY INFORMATION
|
Full name of person making |
Keren Kalima Maimon |
|
Name of offeror/offeree in relation |
Brera Holdings Plc |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
|
Class of |
Product |
Written or |
Number of |
Exercise |
Type |
Expiry |
|
|
|
|
|
|
|
|
3. AGREEMENTS TO PURCHASE OR SELL
|
Full details should be given so that the nature of the interest or position can be fully understood: |
|
|
4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING DIRECTORS’ AND OTHER EMPLOYEE OPTIONS)
|
Class of relevant security in relation to which subscription right exists: |
Class B Ordinary Shares with nominal value $0.50 each |
|
Details, including nature of the rights concerned and relevant percentages: |
(a) Restricted Stock Units (“RSUs”)1
Grant Date Number of shares Exercise Price Expiry Date 23 September 2025 2,777 $0.00 23 October 2027
1RSUs Vesting Schedule 1. 4,444 RSUs were granted on the grant date, and the RSUs vest in substantially equal quarterly installments over a two-year period commencing from the date of the grant. 2. To date, 1,667 units from the original grant of RSUs have vested, leaving 2,777 granted but unvested. 3. When all remaining RSUs vest, it will result in an increased interest of 0.25%.
(b) Outstanding warrants / rights to subscribe for Class B Ordinary shares
Grant Date Number of shares Exercise Price Expiry Date 22 September 2025 55,555 $0.50 None 22 September 2025 27,778 $67.50 22 September 2030 23 September 2025 13,333 $67.50 23 September 2028 1. If exercised, this would result in an increased interest of 0.88%. |
It is not necessary to provide details on a Supplemental Form with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
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