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7 Oct 2022 13:57
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: | Made.com 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 | Made.com 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 October 2022 |
(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 |
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:
|
| |||
| 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: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3(a) Interests held by directors of Made.com Group Plc and their close relatives and related trusts (excluding options and awards set out below)
3(b) Options and awards held by directors of Made.com Group Plc in ordinary shares
Nicola Thompson and Patrick Lewis hold outstanding awards identified in the table below, under the following share incentive plans:
Made.com Group Plc has granted UK tax-advantaged options over its shares under the Company Share Option Plan ("CSOP"). Vesting is conditional on the participants remaining employed by the group.
Nil cost options over Made.com Group Plc shares granted under the Made.com Incentive Plan ("MIP") in connection with the IPO ("IPO Award") remain outstanding and capable of vesting. These options are subject to performance conditions. Nil cost options over Made.com Group Plc shares awarded under the MIP remain outstanding and capable of vesting ("PSP Award"), subject to achievement of performance conditions and continued employment.
The Made.com Share Incentive Plan ("SIP") is an all-employee share ownership plan. Under the SIP, eligible employees may be awarded free shares in Made.com Group Plc and offered the opportunity to buy Made.com Group Plc shares up to certain limits. The SIP operates through a UK resident trust ("SIP Trust"). The trustee of this trust purchases or subscribes for ordinary shares that are awarded to or purchased on behalf of participants in the SIP. If a participant ceases to be in relevant employment, they will be required to withdraw their shares from the SIP Trust.
(i) Nicola Thompson
(ii) Patrick Lewis
3(c) Interests in ordinary shares of Made.com Group Plc held by other concert parties of Made.com Group Plc
None
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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 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: | 7 October 2022 |
| Contact name: | Laura Tyler |
| Telephone number: | 020 3668 2351 |
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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