Last checked at 6 Mar 2020 18:24
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: | COUNTRYWIDE 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 | COUNTRYWIDE PLC |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 5 MARCH 2020 |
(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:
LSL PROPERTY SERVICES PLC |
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 (held in treasury) | |||
| Interests | Short positions | ||
Number | %(1) | Number | % | |
(1) Relevant securities owned and/or controlled: | 63,049 | 0.1921% | - | - |
(2) Cash-settled derivatives:
| - | - | - | - |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | - | - | - | - |
TOTAL: | 63,049 | 0.1921% | - | - |
(1) Percentage calculated by reference to an overall figure of 32,826,068 ordinary shares, which includes shares held in treasury.
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: | - |
Details, including nature of the rights concerned and relevant percentages: | - |
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 Countrywide plc and their close relatives and related trusts
Name | Number of ordinary shares | Percentage of total issued share capital (excluding share options and shares held in treasury) (%) |
Paul Creffield | 50,386 | 0.1538% |
Himanshu Raja | 27,768 | 0.0848% |
Peter Long | 68,740 | 0.2098% |
David Watson | 2,998 | 0.0092% |
Rupert Gavin | 418 | 0.0013% |
Natalie Ceeney | 2,491 | 0.0076% |
b) Interests held as options or awards under the share plans of Countrywide plc by the directors of Countrywide plc
Name | Share plan | Number of ordinary shares held beneficially(1) | Number of ordinary shares under option vested | Number of ordinary shares under option not vested | Vesting date (if applicable) | Exercise price per share (£) |
Paul Creffield | Long Term Incentive Plan ("LTIP") | - | - | 3,900 | 2 May 2020 | Nil |
- | - | 25,024 | 26 March 2021 | Nil | ||
- | - | 54,945 | 27 March 2022 | Nil | ||
Paul Creffield | Share Incentive Plan ("SIP") | 34 | - | - | - | - |
Paul Creffield | Deferred Share Bonus Plan ("DSBP") | - | 784 | - | - | Nil |
Himanshu Raja | LTIP
| - | - | 12,182 | 14 June 2020 | Nil |
- | - | 32,571 | 26 March 2021 | Nil | ||
- | - | 35,043 | 27 March 2028 | Nil |
(1) Shares are held by the SIP trustee for a minimum holding period of three years from each rolling monthly award date, with legal title transferred to the beneficiary upon satisfaction of certain conditions. The SIP scheme ended in April 2018.
a) Interests held by connected advisers of Countrywide plc
Name | Ordinary shares | Percentage of total issued share capital (excluding share options and shares held in treasury) (%) |
Link Market Services Trustees (Nominees) Limited, in its capacity as trustee of the Countrywide plc SIP trust
| 86,441 | 0.2638% |
No interests, short positions or rights to subscribe are held by Countrywide plc's connected advisers Barclays Bank PLC and Jefferies International Limited outside of exempt principal trading accounts for the purposes of Rule 8 of the Code.
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 March 2020 |
| Contact name: | Gareth Williams, Company Secretary |
| Telephone number: | 01245 294005 |
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.