24 Jul 2023 15:32
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: | DWF 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 | DWF Group plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 21 July 2023 |
(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 If YES, specify which: |
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:
|
| |||
| 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 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: | None |
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. Interests held by the directors of DWF Group plc and their close relatives and related trusts (excluding share awards set out in (B) below):
| |||
Name of director | Position | No. of ordinary shares | Percentage of issued share capital of DWF Group plc (two decimal places) |
Jonathan Bloomer | Chair | 40,000 | 0.01 |
Chris Sullivan | Deputy Chair & Senior independent non-executive director | 409,836 | 0.12 |
Teresa Colaianni | Non-executive director | 49,180 | 0.01 |
Michele Cicchetti | Partner director | 1,779,644 | 0.52 |
Seema Bains | Partner director | 1,400,000 | 0.41 |
Matthew Doughty¹ | Chief Growth & Strategy Officer | 2,669,421 | 0.78 |
Nigel Knowles² | Chief Executive Officer | 2,677,211 | 0.78 |
Chris Stefani | Chief Financial Officer | 374,987 | 0.11 |
Luke Savage | Non-executive director | 32,693 | 0.01 |
¹ The previous Form 8.3 as per the RNS numbered 8584G can be disregarded and the party's full position is disclosed here. ² The previous Form 8.3 as per the RNS numbered 8582G can be disregarded and the party's full position is disclosed here.
| |||
B. Options and awards held by directors of DWF Group plc in DWF Group plc shares:
Michele Cicchetti
| |||
Description of award | Date of award | No. of shares under award | Vesting date |
DBP* | 16/08/2021 | 56,349 | FY23/24** |
EIP*** | 14/01/2021 | 31,380 | HY23/24**** |
EIP*** | 14/01/2021 | 31,379 | HY24/25**** |
EIP*** | 14/01/2021 | 31,378 | HY25/26**** |
EIP*** | 09/12/2022 | 205,884 | FY22/23**** |
EIP*** | 27/08/2019 | 11,000 | 27/8/23 |
EIP*** | 27/08/2019 | 11,000 | 27/8/24 |
Matthew Doughty¹ | |||
Description of award | Date of award | No. of shares under award | Vesting date |
DBP* | 16/08/2021 | 130,299 | FY23/24** |
DBP* | 01/08/2022 | 116,720 | FY24/25** |
LTIP***** | 23/09/2020 | 526,833 | FY22/23** |
LTIP***** | 16/08/2021 | 331,272 | FY23/24** |
LTIP***** | 01/08/2022 | 410,691 | FY24/25** |
Nigel Knowles² | |||
Description of award | Date of award | No. of shares under award | Vesting date |
DBP* | 16/08/2021 | 130,300 | FY23/24** |
DBP* | 01/08/2022 | 116,720 | FY24/25** |
LTIP***** | 23/09/2020 | 1,303,034 | FY22/23** |
LTIP***** | 16/08/2021 | 819,346 | FY23/24** |
LTIP***** | 01/08/2022 | 1,015,776 | FY24/25** |
Chris Stefani | |||
Description of award | Date of award | No. of shares under award | Vesting date |
DBP* | 16/08/2021 | 130,300 | FY23/24** |
DBP* | 01/08/2022 | 116,720 | FY24/25** |
LTIP***** | 27/08/2019 | 137,815 | vested 27/8/22 |
LTIP***** | 23/09/2020 | 561,955 | FY22/23** |
LTIP***** | 16/08/2021 | 353,356 | FY23/24** |
LTIP***** | 01/08/2022 | 438,070 | FY24/25** |
RSA****** | 15/03/2019 | 222,800 | FY22/23** |
CSA******* | 15/03/2019 | 222,809 | FY23/24** |
* Conditional Share Award granted under DWF Group plc Deferred Bonus Plan ** Vesting occurs on the announcement of the full year results for the relevant financial year stated *** Conditional Share Award granted under DWF Group plc Equity Incentive Plan **** Vesting occurs on the announcement of the half year results for the relevant financial year stated ***** Long Term Incentive Plan Award (conditional share award subject to performance conditions disclosed in DWF Group plc annual report & accounts for FY21/22) granted under DWF Group plc Equity Incentive Plan. Vested LTIP awards are subject to a two year holding period post vesting. ****** Restricted Share Award granted on IPO under the DWF Group plc Equity Incentive Plan ******* Conditional Share Award granted on IPO under the DWF Group plc Equity Incentive Plan ¹ The previous Form 8.3 as per the RNS numbered 8584G can be disregarded and the party's full position is disclosed here. ² The previous Form 8.3 as per the RNS numbered 8582G can be disregarded and the party's full position is disclosed here.
| |||
C. Interests held by other persons presumed to be acting in concert with DWF Group plc (excluding share awards set out in (D) below). The persons listed below form a concert party in relation to DWF Group plc, as originally agreed with the Panel at the time of DWF Group plc's IPO, in March 2019, and amended, following consultation with the Panel, in 2022 and announced by DWF Group plc on 21 July 2022:
| |||
Name | Position | No. of ordinary shares | Percentage of issued share capital of DWF Group plc (two decimal places) |
Sir Nigel Knowles | Chief Executive Officer | See Part A | See Part A |
Chris Stefani | Chief Financial Officer | See Part A | See Part A |
Matthew Doughty | Chief Growth & Strategy Officer | See Part A | See Part A |
Jason Ford | CEO - Connected Services | 156,829 | 0.05 |
Helen Hill | Former Chief People Officer | 74,455 | 0.02 |
Zelinda Bennett | Chief Marketing Officer | 49,657 | 0.01 |
Glyn Jones³ | Global Head of Insurance | 3,694,990 | 1.08 |
Stefan Paciorek | Global Head of Dispute Resolution | 2,595,349 | 0.76 |
Mollie Stoker | Former Group General Counsel & Company Secretary | 16,033 | 0.001 |
³ The previous Form 8.3 as per the RNS numbered 8596G can be disregarded and the party's full position is disclosed here. | |||
D. Options and awards held by members of concert party of DWF Group plc in DWF Group plc shares:
Details of awards for Nigel Knowles, Matthew Doughty and Chris Stefani are set out in Part B.
Jason Ford
| |||
Description of award | Date of award | No. of shares under award | Vesting date |
DBP* | 01/08/2022 | 9,760 | FY24/25** |
LTIP*** | 27/08/2019 | 39,524 | Vested 27/8/22 |
LTIP*** | 23/09/2020 | 169,011 | FY22/23** |
LTIP*** | 14/01/2021 | 56,337 | FY22/23** |
LTIP*** | 16/08/2021 | 195,411 | FY23/24** |
LTIP*** | 01/08/2022 | 244,328 | FY24/25** |
EIP**** | 16/08/2021 | 11,189 | FY22/23** |
EIP**** | 16/08/2021 | 11,189 | FY23/24** |
RSA***** | 17/09/2020 | 1,903,928 | FY24/25** |
Helen Hill | |||
Description of award | Date of award | No. of shares under award | Vesting date |
DBP* | 01/08/2022 | 8,558 | FY24/25** |
LTIP*** | 27/08/2019 | 48,373 | Vested 27/8/22 |
LTIP*** | 23/09/2020 | 27,811 | FY22/23** |
LTIP*** | 14/01/2021 | 65,748 | FY22/23** |
LTIP*** | 16/08/2021 | 130,274 | FY23/24** |
LTIP*** | 01/08/2022 | 81,442 | FY24/25** |
EIP**** | 15/03/2019 | 45,662 | FY22/23** |
EIP**** | 15/03/2019 | 37,028 | FY23/24** |
Zelinda Bennett | |||
Description of award | Date of award | No. of shares under award | Vesting date |
LTIP*** | 14/01/2021 | 87,805 | FY22/23** |
LTIP*** | 16/08/2021 | 195,411 | FY23/24** |
LTIP*** | 01/08/2022 | 244,328 | FY24/25** |
EIP**** | 27/08/2019 | 31,512 | FY22/23** |
EIP**** | 27/08/2019 | 31,512 | FY24/25** |
Daniel Pollick | |||
Description of award | Date of award | No. of shares under award | Vesting date |
DBP* | 01/08/2022 | 9,788 | FY24/25** |
LTIP*** | 27/08/2019 | 82,756 | Vested 27/8/22 |
LTIP*** | 23/09/2020 | 47,580 | FY22/23** |
LTIP*** | 16/08/2021 | 130,274 | FY23/24** |
LTIP*** | 01/08/2022 | 81,442 | FY24/25** |
EIP**** | 27/08/2019 | 27,810 | FY22/23** |
EIP**** | 27/08/2019 | 22,238 | FY24/25** |
Glyn Jones³ | |||
Description of award | Date of award | No. of shares under award | Vesting date |
LTIP*** | 27/08/2019 | 55,126 | Vested 27/8/22 |
LTIP*** | 23/09/2020 | 337,173 | FY22/23** |
Stefan Paciorek | |||
Description of award | Date of award | No. of shares under award | Vesting date |
LTIP*** | 27/08/2019 | 48,235 | Vested 27/8/22 |
LTIP*** | 23/09/2020 | 295,026 | FY22/23** |
EIP**** | 09/12/2022 | 12,164 | FY22/23** |
* Conditional Share Award granted under DWF Group plc Deferred Bonus Plan ** Vesting occurs on the announcement of the full year results for the relevant financial year stated *** Conditional Share Award granted under DWF Group plc Equity Incentive Plan **** Vesting occurs on the announcement of the half year results for the relevant financial year stated ***** Long Term Incentive Plan Award (conditional share award subject to performance conditions disclosed in DWF Group plc annual report & accounts for FY21/22) granted under DWF Group plc Equity Incentive Plan. Vested LTIP awards are subject to a two year holding period post vesting. ****** Restricted Share Award granted under the DWF Group plc Equity Incentive Plan ³ The previous Form 8.3 as per the RNS numbered 8596G can be disregarded and the party's full position is disclosed here. | |||
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
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 24 July 2023 |
| Contact name: | Darren Drabble |
| Telephone number: | +44 333 320 2220 |
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.