12 Aug 2021 11:27
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")
1. KEY INFORMATION
(a) Full name of discloser: | Charles Stanley Group 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 | Charles Stanley Group PLC |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 11 August 2021 |
(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 PARTY TO THE OFFER 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
Class of relevant security:
| 25 pence ordinary shares | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 662,694* | 1.27 | Nil
| - |
(2) Cash-settled derivatives:
| Nil
| - | Nil | - |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil
| - | Nil | - |
TOTAL: | 662,694* | 1.27 | Nil | - |
* The above interest represents the aggregate holdings in Charles Stanley Group PLC ordinary shares of 25 pence of the discretionary investment management clients of Charles Stanley & Co Limited, a wholly owned subsidiary of Charles Stanley Group PLC.
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).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) 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 |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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) The following directors of Charles Stanley Group PLC "CSG" (including their close relatives and related trusts) have the interests in CSG ordinary shares of 25 pence set out below:
* Sir David Howard has additional disclosable interests in shares held by his wife, Lady Valerie Howard, together with Queen Street Securities Limited, a company incorporated in Jersey through which Sir David Howard and his wife hold interests in certain CSG shares, in both instances as set out below.
(B) In addition to Sir David Howard's interest set out above, the Howard Family Concert Party has interests in CSG ordinary shares of 25 pence as set out below:
The Howard Family Concert Party interests listed in this section 3(B) total 13,758,747 CSG ordinary shares of 25 pence, 26.4% of the total issued shares.
(C) The following directors of CSG have interests under the CSG Save As You Earn schemes as set out below:
(D) The following directors of CSG hold interests under deferred bonus awards from the Executive Directors' Bonus scheme:
(E) The following directors of CSG hold interests under the Performance Share Plan:
(F) The following directors of CSG hold interests under the Long Term Incentive Plan:
(F) The following directors of CSG hold interests under the Share Incentive Plan (as at 27 July 2021):
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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).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
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" |
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 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
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 12 August 2021 |
| Contact name: | Julie Ung, Company Secretary |
| Telephone number: | 020 7149 6568 |
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.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.