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Monitise PLC - Form 8 (OPD)

4 Feb 2015 12:03

RNS Number : 0442E
Monitise PLC
04 February 2015
 

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:

Monitise 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

Monitise plc

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

3 February 2015

(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"

NO

 

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:

-

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:

 

 

Beneficial holdings of directors of Monitise plc in its ordinary shares:

 

Number of ordinary shares

% of issued share capital

Alastair David Lukies

777,592

0.036%

Elizabeth Buse

505,868

0.024%

Lee John Harcourt Cameron

38,880

0.002%

Bradley Petzer

17,857

0.001%

Colin Patrick Tucker

363,635

0.017%

Timothy Cardwell Wade

100,000

0.005%

Peter Ayliffe

520,270

0.024%

Paulette Garafalo

20,500

0.001%

Amanda Burton

261,884

0.012%

 

Options and awards held by directors of Monitise plc in its ordinary shares:

 

Name / Date of Grant

Number of options

Exercise price

Performance Condition

Earliest Exercise Date

Expiry date

Alastair David Lukies

- Oct-08

- Sep-11

- Oct-11

- Sep-12

- Dec-12

- Sep-13

- Sep-14

 

6,000,000

2,000,000

31,690

2,000,000

12,000,000

4,000,000

2,000,000

 

1p

1p

28.4p

32.75p

1p

1p

1p

 

Vested

Vested

n/a

n/a

55p

70p

75p

 

Vested

Vested

Vested

Sep-15

Dec-15

Sep-16

Sep-17

 

Oct-18

Sep-21

Jun-15

Sep-22

Dec-22

Sep-23

Sep-24

Elizabeth Buse

- Jun-14

 

5,000,000

 

1p

 

68p

 

Jun-17

 

Jun-24

Lee John Harcourt Cameron

- Oct-08

- Oct-11

- Sep-12

- Dec-12

- Sep-13

- Sep-14

 

300,000

31,690

1,000,000

4,000,000

1,000,000

1,500,000

 

1p

28.4p

32.75p

1p

1p

1p

 

Vested

n/a

n/a

55p

70p

75p

 

Vested

Vested

Sep-15

Dec-15

Sep-16

Sep-17

 

Oct-18

Jun-15

Sep-22

Dec-22

Sep-23

Sep-24

Bradley Petzer

- Sep-13

- Sep-14

 

4,000,000

500,000

 

1p

1p

 

55p

75p

 

Sep-16

Sep-17

 

Sep-23

Sep-24

 

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:

4 February 2015

Contact name:

Tom Spurgeon

Company Secretary

Telephone number:

020 3657 0900

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. 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.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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