24 Nov 2023 15:09
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: | Hotel Chocolat Group plc
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(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 | Hotel Chocolat Group plc |
(d) Is the discloser the offeror or the offeree? | Offeree |
(e) Date position held: The latest practicable date prior to the disclosure | 24 November 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 |
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:
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| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | N/A | - | N/A | - |
(2) Cash-settled derivatives:
| N/A | - | N/A | - |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | N/A | - | N/A | - |
TOTAL: | N/A | - | N/A | - |
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) Interests held by directors of the Offeree, their close relatives and the related trusts of any of them (excluding options set out below)
Name | Number of shares | Percentage of issued capital (to two decimal places) |
Angus Thirlwell | 31,955,657 | 23.22 |
Peter Harris | 31,955,657 | 23.22 |
Thirlwell Family Trust* | 5,300,000 | 3.85 |
Harris Family Trust** | 5,300,000 | 3.85 |
Gregory Hodder | 8,802 | 0.00 |
Sophie Tomkins | 5,014 | 0.00 |
Jonathan Akehurst | 597 | 0.00 |
\* The trustees of the Thirlwell Family Trust are Angus Thirlwell and Libby Thirlwell. The beneficiaries of the Thirlwell Family Trust are the children of Angus Thirlwell. The settlor of the Thirlwell Family Trust was Angus Thirlwell. *\* The trustees of the Harris Family trust are Peter Harris and Edwina Harris. The beneficiaries of the Harris Family Trust are the children and grandchildren of Peter Harris. The settlor of the Harris Family Trust was Peter Harris. | ||
b) Options held by directors of the Offeree, their close relatives and the related trusts of any of them
Name | Plan/award | Date of award | Number of shares | Exercise price (GBP) | Normal vesting date |
Angus Thirlwell | Long-Term Incentive Plan - 2021 grant* | 02 August 2021 | 525,000 | 0.1 pence | N/A |
Peter Harris | Long -Term Incentive Plan - 2021 grant* | 02 August 2021 | 166,667 | 0.1 pence | N/A |
* Award of options under Hotel Chocolat Group plc's Long-Term Incentive Plan, whose vesting is conditional on certain share price growth targets (in the standard course, the Long-Term Incentive Plan will be tested at the end of FY 2024, 2025 and 2026). Upon a corporate event, vesting and satisfaction of performance targets is subject to the discretion of the Hotel Chocolat Group plc remuneration committee. | |||||
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
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(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: | 24 November 2023 |
| Contact name: | Bernadette Young Indigo Corporate Secretary Limited Company Secretary to Hotel Chocolat Group plc |
| Telephone number: | 07712 648443 |
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.