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28 Mar 2022 17:10
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | Simon Wilson |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
| N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
| River and Mercantile Group PLC |
(d) Status of person making the disclosure: | Person acting in concert with the offeree |
(e) Date dealing undertaken: | 25 March 2022 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? | No |
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing
Class of relevant security:
| Ordinary shares of £0.003 each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 459,346 | 0.54 | ||
(2) Cash-settled derivatives:
| ||||
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | ||||
TOTAL: | 459,346 | 0.54 | ||
(b) Rights to subscribe for new securities (including directors' and other employee options)
Class of relevant security in relation to which subscription right exists: | Ordinary shares of £0.003 each | |||||
Details, including nature of the rights concerned and relevant percentages: | Buy-out Award (contingent share award under DEP Rules) | |||||
Date of award | Number of shares | Exercise Price | Vesting Date | Expiry Date | ||
19 May 2020 | 177,061 (0.21%) | n/a | 30 June 2023 | 30 June 2023 | ||
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
(i) Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)
Class of relevant security | Purchase/sale
| Number of securities | Price per unit |
|
(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser
Class of relevant security | Purchases/ sales
| Total number of securities | Highest price per unit paid/received | Lowest price per unit paid/received |
|
(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) |
Ordinary shares of £0.003 each | Award and exercise of options under Value Transformation Plan
| Options awarded and exercised in respect of 415,232 shares on 25 March 2022 | nil |
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 or person acting in concert making the disclosure and any other person:
|
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 or person acting in concert 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:
|
Simon Wilson has irrevocably undertaken to vote any River and Mercantile Group PLC ("RMG") shares he holds in favour of the scheme of arrangement in relation to the offer by AssetCo Plc to acquire the entire issued and to be issued ordinary share capital of RMG not already owned by AssetCo (the "Scheme") (see the circular in relation to the Scheme for further details)
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 28 March 2022 |
| Contact name: | Sally Buckmaster |
| Telephone number: | +44 20 3327 5159 |
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