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Form 8 (OPD) - Hyve Group plc

27 Feb 2023 11:52

RNS Number : 1716R
Hyve Group PLC
27 February 2023
 

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:

Hyve 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

Hyve Group plc

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

22 February 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:

 

Ordinary shares of 10 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:

 

(a) Interests held by the directors of Hyve Group plc, their close relatives and related trusts:

 

Name

No. of ordinary shares of 10 pence each

% of interest held

Directors

Richard Last

405,163

0.13%

Mark Shashoua

956,040

0.32%

John Gulliver

198,962

0.06%

Nicholas Backhouse

16,250

0.00%

Close relatives of director(s)

Colene Dougary

39,771

0.0136369%

 

(b) Interests held as options or awards under the share plans of Hyve Group plc by the directors of Hyve Group plc and their close relatives and related trusts who are not exempt principal traders for the purposes of Rule 8 of the Code

 

Share scheme

Date of grant

Vesting date(s)

Expiration date

Exercise price per share (£)

No. of ordinary shares subject to award

Mark Shashoua

Performance Share Plan

04/12/20

04/12/23

04/12/30

-

461,668

Deferred Share Bonus Plan

13/12/22

13/12/25

13/12/26

-

364,732

Value Creation Plan

26/10/21

26/10/24, 26/10/25 and 26/10/26

25/10/31

-

6,495,638

Total:

7,322,038

 

 

Share scheme

Date of grant

Vesting date(s)

Expiration date

Exercise price per share (£)

No. of ordinary shares subject to award

John Gulliver

Performance Share Plan

04/12/20

04/12/23

04/12/30

-

221,450

Deferred Share Bonus Plan

13/12/22

13/12/25

13/12/26

-

174,953

Value Creation Plan

26/10/21

26/10/24, 26/10/25 and

26/10/26

25/10/31

-

3,526,203

Total:

3,922,606

 

(c) Interests and short positions held by connected advisers of Helium Group plc

 

None.

 

(d) Interests, short positions and rights to subscribe held by other presumed concert parties of Hyve Group plc

 

None.

 

 

 

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:

27 February 2023

Contact name:

Alice Rivers

Telephone number:

+44 (0)20 3545 9558

 

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.

 

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END
 
 
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