5 Aug 2019 15:50
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: | Merlin Entertainments 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 | Merlin Entertainments plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 9 July 2019 |
(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:
| ||||
| 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 Merlin Entertainments plc and their close relatives and related trusts
Name | Number of ordinary shares | Per centage of total issued share capital (excluding share options) (%) |
Sir John Sunderland | 495,972 | 0.0484 |
Sir John Sunderland / related trust | 19,922 | 0.0019 |
Lady Jean Sunderland / related trust | 15,150 | 0.0015 |
Charles Gurassa | 101,250 | 0.0099 |
Anne Hazlitt | 31,746 | 0.0031 |
Trudy Rautio and Kevin Rautio (jointly) | 30,250 | 0.0030 |
Nick Varney | 6,737,072 | 0.6579 |
Anne-Francoise Nesmes | 4,500 | 0.0004 |
Jeramy Rankine | 5,500 | 0.0005 |
(b) Interests held as options or awards under the share plans of Merlin Entertainments plc by the directors of Merlin Entertainments plc and their close relatives and related trusts who are not exempt principal traders for the purposes of Rule 8 of the Code.
Name | Share Plan | Number of ordinary shares (under option) | Vesting date | Exercise price (per share) (£) |
Nick Varney | Performance Share Plan | 332,009 | 30 March 2020 | Nil |
Nick Varney | Performance Share Plan | 454,144 | 11 April 2021 | Nil |
Nick Varney | Performance Share Plan | 460,946 | 9 April 2022 | Nil |
Nick Varney | Deferred Bonus Plan | 32,271 | 25 March 2022 | Nil |
Anne-Francoise Nesmes | Performance Share Plan | 69,205 | 1 September 2019 | Nil |
Anne-Francoise Nesmes | Performance Share Plan | 191,599 | 30 March 2020 | Nil |
Anne-Francoise Nesmes | Performance Share Plan | 297,753 | 11 April 2021 | Nil |
Anne-Francoise Nesmes | Performance Share Plan | 302,214 | 9 April 2022 | Nil |
Anne-Francoise Nesmes | Deferred Bonus Plan | 19,431 | 25 March 2022 | Nil |
Anne-Francoise Nesmes | UK SAYE | 6,358 | 1 May 2021 | 2.8309 |
(c) Interests and short positions held by connected advisers of Merlin Entertainments plc
Name | Number of ordinary shares and American Depositary Receipts ("ADRs") | Short positions | Per centage of total issued share capital (excluding share options) (%) |
Citibank NA | 148 ADRs (representing 296 shares) | 0.00003 | |
Goldman Sachs & Co. LLC | 21 ADRs (representing 42 shares) | 0.000004 |
No interests, short positions or rights to subscribe are held by Merlin Entertainments plc's connected adviser Barclays Bank plc or the persons affiliated with it who are not exempt principal traders for the purposes of the Rule 8 of the Code.
(d) Interests, short positions and rights to subscribe held by other presumed concert parties of Merlin Entertainments 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: | 5 August 2019 |
| Contact name: | Matthew Jowett, Company Secretary |
| Telephone number: | +44 1202 634955 / +44 7801 180430 |
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.