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Rule 8 (OPD) - Flybe Group Plc

16 Nov 2018 07:00

RNS Number : 5488H
Flybe Group PLC
16 November 2018
 

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:

Flybe 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

Flybe Group PLC

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

15 November 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"

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:

 

Ordinary shares of 1 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:

None

Details, including nature of the rights concerned and relevant percentages:

None

 

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 in Flybe Group PLC's ordinary shares held by the directors of Flybe Group PLC and their close relatives and related trusts

Class of relevant securities:

Ordinary shares of 1 pence each

Name

Number of Flybe Group PLC shares

Percentage of issued share capital

Simon Laffin and his close relatives

479,404

0.2213

Christine Ourmières-Widener

219,760

0.1014

Ian Milne

100,000

0.0462

Heather Lawrence and her close relatives

62,500

0.0288

Elizabeth McMeikan

10,000

0.0046

b) Options over Flybe Group PLC shares held by the directors of Flybe Group PLC and their close relatives and related trusts

Class of relevant securities:

Ordinary shares of 1 pence each

Name

Scheme

Number of Flybe Group PLC shares under option

Percentage of issues share capital

Vesting date

Exercise price

Christine Ourmières-Widener*

Performance Share Plan ("PSP")

1,295,349

N/A

9 February 2020

1 pence

Christine Ourmières-Widener**

Performance Share Plan ("PSP")

1,470,588

N/A

25 June 2021^

1 pence

Christine Ourmières-Widener***

Performance Share Plan ("PSP")

1,000,000

N/A

25 June 2021^

1 pence

Ian Milne**

Performance Share Plan ("PSP")

612,745

N/A

25 June 2021^

1 pence

Ian Milne***

Performance Share Plan ("PSP")

612,745

N/A

25 June 2021^

1 pence

* Director's PSP - On 9 February 2017, an award over 1,295,349 ordinary shares of 1 pence each in the capital of Flybe Group PLC was made under the terms of the Flybe Group PLC PSP to Christine Ourmières-Widener. The award comprises options which, to the extent that the awards vest, provide for shares to be delivered to Christine for 1 pence consideration per share. The percentage of the shares that ultimately do vest is dependent on the satisfaction of performance criteria set out by the Remuneration Committee and measured over a three year performance period ending on 31 March 2019.

**Director's PSP - On 25 June 2018, an award over 1,470,588 ordinary shares of 1 pence each in the capital of Flybe Group PLC was made under the terms of the Flybe Group PLC PSP to Christine Ourmières-Widener, and an award over 612,745 ordinary shares of 1 pence each in the capital of Flybe Group PLC was made under the terms of the Flybe Group PLC PSP to Ian Milne. The award comprises options which, to the extent that the awards vest, provide for shares to be delivered to Christine and Ian respectively for 1 pence consideration per share. The percentage of the shares that ultimately do vest is dependent on the satisfaction of performance criteria set out by the Remuneration Committee and measured over a three year performance period ending on 31 March 2020.

^Earliest vesting date for a percentage of the award

***Director's PSP - On 25 June 2018, an award over 1,000,000 ordinary shares of 1 pence each in the capital of Flybe Group PLC was made under the terms of the Flybe Group PLC PSP to Christine Ourmières-Widener, and an award over 612,745 ordinary shares of 1 pence each in the capital of Flybe Group PLC was made under the terms of the Flybe Group PLC PSP to Ian Milne. The award comprises options which, to the extent that the awards vest, provide for shares to be delivered to Christine and Ian respectively for 1 pence consideration per share. The percentage of the shares that ultimately do vest is dependent on the satisfaction of performance criteria set out by the Remuneration Committee and measured over a three year performance period ending on 31 March 2021.

^Earliest vesting date for a percentage of the award

 

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:

15 November 2018

Contact name:

Catherine Ledger

Telephone number:

+44 (0) 1392 261002

 

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.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
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