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Form 8 (OPD) - McCarthy & Stone plc

5 Nov 2020 13:32

RNS Number : 4194E
McCarthy & Stone PLC
05 November 2020
 

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:

McCarthy & Stone 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.

-

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

McCarthy & Stone plc

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

4 NOVEMBER 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"

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 8 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:

 

1. Interests held by directors of McCarthy & Stone plc and their close relatives and related trusts (excluding options and awards set out below)

 

NAME

NUMBER OF ORDINARY SHARES

PERCENTAGE OF ISSUED ORDINARY SHARE CAPITAL (PER CENT.)

Gill Barr

7,366

0.0

John Tonkiss

578,763

0.1

Michael Lloyd

143,116

0.0

Karen Lester

66,500

0.0

Lisa Tonkiss

10,000

0.0

Mary Nelson

173,270

0.0

 

2. Options and awards held by directors of McCarthy & Stone plc and their close relatives and related trusts

 

1) John Tonkiss

 

Long Term Incentive Plan

 

DATE OF AWARD

NUMBER OF ORDINARY SHARES

EXERCISE PRICE (£)

VESTING DATE

17/11/2017

302,752

NIL

17/11/2020

13/12/2018

435,780

NIL

13/12/2021

05/02/2020

495,892

NIL

05/02/2030

 

Sharesave Scheme

 

DATE OF AWARD

NUMBER OF ORDINARY SHARES

EXERCISE PRICE (£)

VESTING DATE

13/12/18

16,831

1.674

28/01/22

 

Annual And Deferred Bonus Plan

 

DATE OF AWARD

NUMBER OF ORDINARY SHARES

EXERCISE PRICE (£)

VESTING DATE

20/11/17

17,796

NIL

20/11/2020

19/11/18

89,933

NIL

19/11/2028

 

2) Michael Lloyd

 

Long Term Incentive Plan

 

DATE OF AWARD

NUMBER OF ORDINARY SHARES

EXERCISE PRICE (£)

VESTING DATE

11/04/19

344,037

NIL

11/04/2022

05/02/20

391,499

NIL

05/02/2030

 

Annual And Deferred Bonus Plan

 

DATE OF AWARD

NUMBER OF ORDINARY SHARES

EXERCISE PRICE (£)

VESTING DATE

10/02/20

44,530

NIL

10/02/2030

 

 

 

 

 

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:

5 November 2020

Contact name:

Adam Batty, Group General Counsel and Company Secretary

Telephone number:

+44 (0) 7976 666608

 

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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