7 Dec 2021 12:29
7 December 2021
LEI: 2138005C7REHURGWHW31
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: | River and Mercantile Group PLC |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: | River and Mercantile Group PLC |
(d) Is the discloser the offeror or the offeree? | Offeree |
(e) Date position held: | 6 December 2021 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? | YES: Premier Miton Group PLC
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2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(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 0.3p 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 | - |
(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) Interests held by directors of River and Mercantile Group PLC and their close relatives and related trusts (excluding options and awards set out below)
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3(b) Options and awards held by directors of River and Mercantile Group PLC in River and Mercantile Group PLC shares
(i) James Barham
(1) Number of shares which may be subject to options capped at the lower of: (i) shares representing 2.5% of the company's issued share capital; and (ii) shares having an aggregate value of £20 million, in each case on the proposed grant date (being a date shortly after publication of the company's preliminary results for 2023, 2024 and 2025). (2) If the sale of River and Mercantile's Solutions business completes, it will be treated as a "Corporate Action" under the VTP rules and, subject to the VTP rules, the executive directors will be eligible for the grant of an option over such number of ordinary shares as will be calculated in accordance with the VTP rules.
(ii) Simon Wilson
(1) Number of shares which may be subject to options capped at the lower of: (i) shares representing 1.5% of the company's issued share capital; and (ii) shares having an aggregate value of £12 million, in each case on the proposed grant date (being a date shortly after publication of the company's preliminary results for 2023, 2024 and 2025). (2) If the sale of River and Mercantile's Solutions business completes, it will be treated as a "Corporate Action" under the VTB rules and, subject to the VTB rules, the executive directors will be eligible for the grant of an option over such number of ordinary shares as will be calculated in accordance with the VTB rules.
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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: |
None
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(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: |
None
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | No |
Supplemental Form 8 (SBL) | No |
| Date of disclosure: | 7 December 2021 |
| Contact name: | Sally Buckmaster |
| Telephone number: | +44 20 3327 5159 |