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Form 8 (OPD) - OnTheMarket plc

2 Nov 2023 09:08

RNS Number : 1873S
OnTheMarket plc
02 November 2023

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:

OnTheMarket 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

OnTheMarket plc

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

1 November 2023

(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:

0.2p ordinary

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

0

Nil

0

(2) Cash-settled derivatives:

Nil

0

Nil

0

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

0

Nil

0

TOTAL:

Nil

0

Nil

0

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:

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. The Directors of OnTheMarket plc (the "Company") have the following interest ordinary shares of 0.2p in the Company:

Name

No. of ordinary shares of 0.2p each held

Percentage of issued share capital

Christopher Bell

44,588

0.05

Jason Tebb

18,180

0.02

Helen Whiteley

90,909

0.11

Rupert Sebag-Montefiore

31,948

0.03

b. The Directors of OnTheMarket plc have the following rights to subscribe in ordinary shares of 0.2p in the Company:

OnTheMarket Director

OnTheMarket Share Plan

Number of ordinary shares under award

Nature of interest

Exercise Period

Exercise price

Jason Tebb

OnTheMarket Option Plan 2017

379,249

Unvested

14 December 2025 to 13 December 2030

Nil

Jason Tebb

OnTheMarket Option Plan 2017

418,965

Unvested

24 August 2026 to 23 August 2031

Nil

Jason Tebb

OnTheMarket Option Plan 2017

575,172

Unvested

1 December 2027 to 30 November 2032

Nil

Jason Tebb

OnTheMarket Option Plan 2017

812,315

Unvested

20 July 2028 to 19 July 2033

Nil

Jason Tebb

OnTheMarket Option Plan 2017

551,543

Unvested

20 July 2028 to 19 July 2033

Nil

Jason Tebb

OnTheMarket PLC Deferred Bonus Plan 2019

75,526

Unvested

21 June 2024 to 19 June 2032

Nil

Jason Tebb

OnTheMarket PLC Deferred Bonus Plan 2019

75,526

Unvested

21 June 2025 to 19 June 2032

Nil

Jason Tebb

OnTheMarket PLC Deferred Bonus Plan 2019

51,558

Unvested

21 July 2025 to 19 July 2033

Nil

Jason Tebb

OnTheMarket PLC Deferred Bonus Plan 2019

51,558

Unvested

21 July 2026 to 19 July 2033

Nil

Helen Whiteley

OnTheMarket Management Incentive Plan

1,733,184

Vested

Until 14 September 2027

Nil

Helen Whiteley

OnTheMarket Option Plan 2017

206,896

Unvested

24 August 2026 to 23 August 2031

Nil

Helen Whiteley

OnTheMarket Option Plan 2017

282,758

Unvested

1 December 2027 to 30 November 2032

Nil

Helen Whiteley

OnTheMarket Option Plan 2017

398,739

Unvested

20 July 2028 to 19 July 2033

Nil

Helen Whiteley

OnTheMarket PLC Deferred Bonus Plan 2019

53,722

Unvested

21 June 2024 to 19 June 2032

Nil

Helen Whiteley

OnTheMarket PLC Deferred Bonus Plan 2019

53,723

Unvested

21 June 2025 to 19 June 2032

Nil

Helen Whiteley

OnTheMarket PLC Deferred Bonus Plan 2019

38,020

Unvested

21 July 2025 to 19 July 2033

Nil

Helen Whiteley

OnTheMarket PLC Deferred Bonus Plan 2019

38,019

Unvested

21 July 2026 to 19 July 2033

Nil

Helen Whiteley

OnTheMarket Savings Related Share Option Scheme

26,011

Unvested

1 August 2025 to 31 January 2026

£0.692 per share

Thomas Carter

OnTheMarket Option Plan 2017

645,883

Unvested

20 July 2028 to 19 July 2033

Nil

c. Zeus Capital Limited ("Zeus"), acting in concert with OnTheMarket plc, holds the following interests in or rights to subscribe to ordinary shares of 0.2p in the Company.

No. of ordinary shares of 0.2p each held

Percentage of issued share capital

1,077,810

1.34

Rights to purchase to-be-issued shares at a price of 165p per ordinary share of 0.2p each

1,513,332 (being 1.85% of NSI)

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:

2 November 2023

Contact name:

Tom Carter

Telephone number:

07471353889

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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END
FEEGCBDBUGGDGXD
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