7 Jun 2018 07:00
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: | ELECTRA PRIVATE EQUITY 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. | |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | ELECTRA PRIVATE EQUITY PLC |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 6 June 2018 |
(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" | YES / NO / 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:
| Ordinary shares of 25 pence each | |||
| 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: | 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: | ||
3.1 Interests of the directors and their closely associated persons of Electra Private Equity PLC in the ordinary shares of 25 pence each (the Ordinary Shares)
| ||
Director | No. of Ordinary Shares held | % of total number of Ordinary Shares held |
Edward Bramson(1) | 11,046,086 | 28.85 |
Ian Brindle | 797 | 0.002 |
Neil Johnson | 2,500 | 0.006 |
David Lis | 18,500 | 0.048 |
Gavin Manson | 1,440 | 0.004 |
Roger Perkin
| 2,074 | 0.005 |
(1) The shares are held by Sherborne Investors (Guernsey) B Limited ("SIGB LP"). Edward Bramson is the managing member of Sherborne Investors Management GP, LLC, which is the investment manager of SIGB LP. Edward Bramson and Stephen Welker are members of an investment committee of Sherborne Investors Management GP, LLC which makes all decisions regarding the acquisition, holding, voting, or disposition of investment securities managed, directly or indirectly, by Sherborne Investors Management GP, LLC.
| ||
3.2 Interests of the directors of Electra Private Equity PLC in awards of the ordinary shares of 25 pence each under the 2017 Long Term Incentive Plan (LTIP), Deferred Bonus Plan (DBP) and Executive Share of Value Plan (SOVP).
| |||
Director (Plan) | Award | % of total number of Ordinary Shares | Vesting Date |
Gavin Manson (LTIP) | Nil cost option award over 69,882 ordinary shares | 0.183 | 14.07.20 |
Gavin Manson (DBP) | Nil cost option award over 13,758 ordinary shares | 0.036 | 21.12.20 |
Gavin Manson (SOVP) | Nil cost unit awards over 65,000 units in the Plan Pool(2) | n/a | (2) |
Neil Johnson (SOVP) | Nil cost unit awards over 35,000 units in the Plan Pool(2)
| n/a | (2) |
(2) Each award is granted as a conditional right to receive a specified number of units in a notional cash pool which will, subject to achievement of specified performance targets relating to the Company's net asset value over a three-year performance period ending on 31 December 2020 and to the grantee's continued service with the Company's group. At the end of the three-year performance period, if an award vests the grantee shall be entitled to receive an award over ordinary shares of 25 pence each in the capital of the Company. The number of Shares which shall be granted shall be proportionate to the extent to which the performance conditions have been satisfied, and shall be subject to individual caps on the maximum number of Shares which may be delivered. | |||
3.3 Interests of connected advisers of Electra Private Equity PLC in the ordinary shares of 25 pence each: Sanne Fiduciary Services Limited, acting as the trustee of the Electra Private Equity PLC Employee Benefit Trust
| ||||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 107,369 | 0.28 | Nil | |
(2) Cash-settled derivatives:
| Nil |
| Nil | |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil |
| Nil | |
TOTAL: | Nil |
| Nil | |
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: | 6 June 2018 |
| Contact name: | Gavin Manson |
| Telephone number: | 020 3874 8300 |
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.