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10 Aug 2015 17:00
FORM 8 (OPD)
REPLACEMENT
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rule 8.2 of the Takeover Code (the "Code"), originally issued on 29 July 2015
Please see additional disclosure in Section 3(d)
1. KEY INFORMATION
(a) Full name of discloser: | QUINTAIN ESTATES AND DEVELOPMENT 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 | QUINTAIN ESTATES AND DEVELOPMENT PLC |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 29 JULY 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" | 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: | ||||
(2) Cash-settled derivatives:
| ||||
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | ||||
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: |
3 (a) Directors' beneficial interests in Quintain ordinary shares
(including shares held in the Quintain 2014 Share Incentive Plan Trust)
Director's Name | Number of shares | % of issued share capital |
William Rucker | 478,724 | 0.0910% |
Peter Dixon | 20,000 | 0.0038% |
Maxwell James | 45,243 | 0.0086% |
Nigel Kempner | 1,020,670 | 0.1940% |
Rosaleen Kerslake | 12,720 | 0.0024% |
3 (b) Directors' interests in awards of ordinary shares under Quintain's share plans
Quintain Incentive Plan 2013
Director's Name | Number of shares subject to award | Date of Award | Exercise price per share | Normal vesting date |
Maxwell James | 539,585 | 22 July 2013 | Nil | 22 July 2016 |
Maxwell James | 344,489 | 23 May 2014 | Nil | 23 May 2017 |
Maxwell James | 212,893 | 22 May 2015 | Nil | 22 May 2018 |
Maxwell James | 520,034 | 22 May 2015 | Nil | May 2016 |
Nigel Kempner | 380,477 | 22 July 2013 | Nil | 22 July 2016 |
Nigel Kempner | 242,909 | 23 May 2014 | Nil | 23 May 2017 |
Nigel Kempner | 221,897 | 22 May 2015 | Nil | 22 May 2018 |
Nigel Kempner | 438,472 | 22 May 2015 | Nil | May 2016 |
Buy-out agreement dated 20 January 2015
Director's Name | Number of shares subject to award | Date of Award | Exercise price per share | Normal vesting date |
Simon Carter | 440,000 | 20 Jan 2015 | Nil | 14 Sept 2015 |
Simon Carter | 268,888 | 20 Jan 2015 | Nil | 26 May 2016 |
Simon Carter | 268,888 | 20 Jan 2015 | Nil | 26 May 2017 |
3 (c) Other rights to subscribe for Quintain shares
Grafton Loan Notes redemption and subscription agreement
Director's Name | No. of shares | Subscription date | Subscription Price |
Nigel Kempner | 123,292 | 29 July 2015 | £0.55 |
3 (d) Interests of Quintain Group Employee Benefit Trust in Quintain Shares
Name of Trust | No. of shares | Percentage of issued share capital |
Barclays Wealth Trustees (Guernsey) Limited, as trustees of the Quintain Group Employee Benefit Trust | 1,894,531 | 0.36% |
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: | 10 August 2015 |
| Contact name: | Sandra Odell, Company Secretary |
| Telephone number: | +44 (0)20 3219 2136 |
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.
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