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Form 8 (OPD) - Share plc

27 Feb 2020 07:00

RNS Number : 2551E
Share PLC
27 February 2020
 

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:

Share 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

Share Plc

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

Offeree

(e) Date position held:

The latest practicable date prior to the disclosure

26 February 2020

(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 Share plc does not hold any shares in the Offeror

 

 

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:

 

ORDINARY SHARES OF 0.5 PENCE EACH

(ISIN: GB0001977866)

 

 

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:

 

3(a) Interests held by directors of Share Plc and their close relatives and related trusts (excluding options and awards set out below)

 

NAME

NUMBER OF ORDINARY

SHARES

PERCENTAGE OF TOTAL

ISSUED ORDINARY SHARE

CAPITAL (%)

Gavin Oldham

34,650,077

24.12

Mr Gavin Oldham No 4 Trust

19,528,707

13.59

Virginia Oldham

13,808,932

9.61

Mr Gavin Oldham No 3 Trust

10,773,707

7.49

Mr Gavin Oldham No 2 Trust

8,971,207

6.24

Susannah Oldham

4,506,722

3.13

Faye Hinsley

3,159,271

2.19

Marianne Oldham

2,335,938

1.62

Kathryn Maintzer

1,202,138

0.83

Richard Stone

1,114,342

0.77

Richard Tolkien

380,789

0.26

Gareth Thomas

191,369

0.13

Francesca Escery

120,250

0.08

Michael Birkett

107,669

0.07

Fiona Stone

76,919

0.05

India Thomas

25,854

0.01

SF Rowley

21,463

0.01

 

3(b) Options and awards held by directors of Share Plc in Share Plc shares

 

i Gavin Oldham

 

Description of award / option

Date of award

Number of shares

Exercise Price

Exercise Period

Unapproved Share Option Scheme

22 June 2011

162,707

25 pence

22 June 2014 to 22 June 2021

Unapproved Share Option Scheme

22 December 2011

11,145

22.5 pence

22 December 2014 to 22 December 2021

Unapproved Share Option Scheme

22 June 2012

11,176

20 pence

22 June 2015 to 22 June 2022

Unapproved Share Option Scheme

22 December 2012

10,958

24.5 pence

22 December 2015 to 22 December 2022

Unapproved Share Option Scheme

22 December 2013

10,887

24.0

22 December 2016 to 22 December 2023

Unapproved Share Option Scheme

1 May 2014

65,433

45 pence

1 May 2017 to 1 May 2024

Unapproved Share Option Scheme

1 November 2014

10,899

39 pence

1 November 2017 to 1 November 2024

Unapproved Share Option Scheme

1 May 2015

10,655

38 pence

1 May 2018 to 12 November 2025

Unapproved Share Option Scheme

12 November 2015

10,655

30 pence

12 November 2018 to 9 June 2026

Unapproved Share Option Scheme

9 June 2016

10,406

28.5 pence

9 June 2019 to 1 November 2026

Unapproved Share Option Scheme

1 November 2016

10,406

27.5 pence

1 November 2019 to 4 May 2027

 

 

ii Richard Stone

 

Description of award / option

Date of award

Number of shares

Exercise Price

Exercise Period

Unapproved Share Option Scheme

22 June 2011

103,074

25 pence

22 June 2014 to 22 June 2021

Unapproved Share Option Scheme

22 December 2011

9,863

22.5 pence

22 December 2014 to 22 December 2021

Unapproved Share Option Scheme

1 May 2014

1,063,750

1 pence

1 May 2019 to 1 May 2024

Unapproved Share Option Scheme

1 May 2014

1,063,750

1 pence

1 May 2020 to 1 May 2024

Unapproved Share Option Scheme

1 May 2014

65,433

45 pence

1 May 2017 to 1 May 2024

Unapproved Share Option Scheme

1 November 2014

10,899

39 pence

1 November 2017 to 1 November 2024

Unapproved Share Option Scheme

1 May 2015

12,076

38 pence

1 May 2018 to 1 May 2025

Unapproved Share Option Scheme

12 November 2015

12,076

30 pence

12 November 2018 to 12 November 2025

Unapproved Share Option Scheme

9 June 2016

12,400

28.5 pence

9 June 2019 to 9 June 2026

Unapproved Share Option Scheme

1 November 2016

12,400

27.5 pence

1 November 2019 to 1 November 2026

EMI Share Options

22 December 2010

9,894

28.5 pence

22 December 2013 to 22 December 2020

EMI Share Options

22 June 2011

40,931

25 pence

22 June 2014 to 22 June 2021

EMI Share Options

22 June 2012

9,934

23 pence

22 June 2015 to 22 June 2022

EMI Share Options

22 December 2012

10,714

24.5 pence

22 December 2015 to 22 December 2022

EMI Share Options

22 June 2013

10,645

24 pence

22 June 2016 to 22 June 2023

Co-Ownership Equity incentive Plan

29 June 2010

86,068

32 pence

29 June 2013 to 29 June 2020

Long Term Equity Incentive Plan

4 May 2017

600,000

Nil

4 May 2020 to 4 May 2027

Long Term Equity Incentive Plan

4 May 2017

600,000

Nil

4 May 2021 to 4 May 2027

Company Share Ownership Plan

1 May 2014

66,666

45 pence

1 May 2017 to 1 May 2024

 

iii Michael Birkett

 

Description of award / option

Date of award

Number of shares

Exercise Price

Exercise Period

Unapproved Share Option Scheme

1 May 2014

390,000

45 pence

1 May 2017 to 1 May 2024

Unapproved Share Option Scheme

1 May 2014

390,000

45 pence

1 May 2018 to 1 May 2024

Unapproved Share Option Scheme

1 May 2014

390,000

45 pence

1 May 2019 to 1 May 2024

Unapproved Share Option Scheme

1 November 2014

9,446

39 pence

1 November 2017 to 1 May 2025

Unapproved Share Option Scheme

1 May 2015

9,511

38 pence

1 May 2018 to 1 May 2025

Unapproved Share Option Scheme

12 November 2015

9,511

30 pence

12 November 2018 to 12 November 2025

Unapproved Share Option Scheme

9 June 2016

9,487

28.5 pence

9 June 2019 to 9 June 2026

Unapproved Share Option Scheme

1 November 2016

9,487

27.5 pence

1 November 2019 to 1 November 2026

Long Term Equity Incentive Plan

4 May 2017

600,000

Nil

4 May 2020 to 4 May 2027

Long Term Equity Incentive Plan

4 May 2017

600,000

Nil

4 May 2021 to 4 May 2027

Company Share Ownership Plan

1 May 2014

66,666

45 pence

1 May 2017 to 1 May 2024

 

 

 

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:

27 February 2020

Contact name:

Giles Pemberton

Telephone number:

01296439103

 

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.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
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