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Form 8 (OPD) - Good Energy

6 Nov 2024 17:46

RNS Number : 2573L
Good Energy Group PLC
06 November 2024
Ā 

FORM 8 (OPD)

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PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

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1. KEY INFORMATION

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(a) Full name of discloser:

Good Energy 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

Good Energy Group PLC

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

6 November 2024

(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"

Ā 

N/A

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2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

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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.

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(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

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Class of relevant security:

Ā 

5 p ordinary

Ā 

Ā 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

-

Nil

-

(2) Cash-settled derivatives:

Ā 

Nil

-

Nil

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

-

Nil

-

Ā 

TOTAL:

Nil

-

Nil

-

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All interests and all short positions should be disclosed.

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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 FormĀ 8 (Open Positions).

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Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

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(b) Rights to subscribe for new securities

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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

Ā 

Ā 

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

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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:

Ā 

Interests in Good Energy Group PLC shares held by the Good Energy Group PLC directors (together with their close relatives and the related trusts of any of them):

Ā 

Name

Shares

% of ISC[1]

Nigel David Pocklington

22,500

0.12%

Rupert Douglas Sanderson

35,382

0.19%

Fran Woodward

5,229

0.02%

William Elliot Whitehorn

60,000

0.32%

Emma Natalie Tinker

1,626

0.00%

Nemone Louisa Wynn-Evans

13,140

0.07%

Timothy Jones

9,489

0.05%

Total

147,366

0.79%

Ā 

Ā [1] Percentages are based on the issued share capital of 18,506,399 as at the latest practicable date prior to the disclosure.

Ā 

Share options in Good Energy Group PLC held by the Good Energy Group PLC directors (together with their close relatives and the related trusts of any of them):

Ā 

Name

Ā Scheme

Options

Exercise Price

Grant Date

Ā Vesting Date

Lapse Date

Ā Francoise Woodward

Ā 2015 Plan

50,000

Ā£2.25

07/07/2015

07/07/2018

N/A

Ā Francoise Woodward

Ā LTIP

40,746

Ā£2.51

22/10/2021

22/06/2024

22/06/2025

Ā Rupert Sanderson

Ā LTIP

44,610

Ā£2.51

22/10/2021

22/06/2024

22/06/2025

Ā Nigel Pocklington

Ā LTIP

70,509

Ā£2.51

22/10/2021

22/06/2024

22/06/2025

Ā Francoise Woodward

Ā LTIP

56,168

Ā£2.27

11/04/2022

12/04/2025

12/04/2026

Ā Rupert Sanderson

Ā LTIP

69,159

Ā£2.27

11/04/2022

12/04/2025

12/04/2026

Ā Nigel Pocklington

Ā LTIP

97,196

Ā£2.27

11/04/2022

12/04/2025

12/04/2026

Ā Francoise Woodward

Ā LTIP

166,107

Ā£1.49

23/06/2023

23/06/2026

23/06/2027

Ā Rupert Sanderson

Ā LTIP

186,241

Ā£1.49

23/06/2023

23/06/2026

23/06/2027

Ā Nigel Pocklington

Ā LTIP

274,832

Ā£1.49

23/06/2023

23/06/2026

23/06/2027

Ā Francoise Woodward

Ā LTIP

81,214

Ā£2.23

19/06/2024

19/06/2027

19/06/2028

Ā Rupert Sanderson

Ā LTIP

81,214

Ā£2.23

19/06/2024

19/06/2027

19/06/2028

Ā Nigel Pocklington

Ā LTIP

119,545

Ā£2.23

19/06/2024

19/06/2027

19/06/2028

Total

Ā 

1,337,541

Ā 

Ā 

Ā 

Ā 

Ā 

Detailed performance conditions are in plan for all LTIP awards.

Ā 

Ā 

Ā 

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).

Ā 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

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4. OTHER INFORMATION

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(a) Indemnity and other dealing arrangements

Ā 

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"

Ā 

None

Ā 

Ā 

(b) Agreements, arrangements or understandings relating to options or derivatives

Ā 

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"

Ā 

None

Ā 

Ā 

Ā 

(c) Attachments

Ā 

Are any Supplemental Forms attached?

Ā 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

Ā 

Ā 

Date of disclosure:

6 November 2024

Contact name:

Clare Cullen

Telephone number:

+44 (0) 1249 765573

Ā 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

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The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

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The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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END
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