5 Dec 2019 08:07
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")
AMENDMENT - CHANGE TO SECTION 3C
1. KEY INFORMATION
(a) Full name of discloser: | Sophos Group 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 | Sophos Group plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 24 October 2019 |
(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: | 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: |
(a) Interests held by the directors of Sophos Group plc and their close relatives and related trusts
Name | Number of ordinary shares | % of total issued share capital (excluding share options) |
Sandra Bergeron | 214,974 | 0.044% |
Nick Bray | 281,282 | 0.058% |
Nick Bray / close relative | 22,000 | 0.005% |
Peter Gyenes | 286,631 | 0.059% |
Kris Hagerman | 2,802,125 | 0.574% |
Rick Medlock / close relative | 415 | 0.00008% |
Vin Murria | 50,000 | 0.010% |
Paul Walker | 190,694 | 0.039% |
(b) Interests held as options or awards under the share plans of Sophos Group plc by the directors of Sophos Group plc and their close relatives and related trusts who are not exempt principal traders for the purposes of Rule 8 of the Code.
Name | Share Plan | Number of ordinary shares under option/ award | Vesting date / period | Exercise price (per share) |
Nick Bray | Long Term Incentive Plan (PSU) | 299,988 | 14 June 2019 | Nil |
200,893 | 16 June 2020 | Nil | ||
148,351 | 14 June 2021 | Nil | ||
Long Term Incentive Plan (RSU) | 7,023 | 7 August 2016 to 7 August 2019 | Nil | |
210,675 | 7 August 2016 to 7 August 2020 | Nil | ||
46,640 | 14 June 2017 to 14 June 2020 | Nil | ||
32,498 | 16 June 2018 to 16 June 2021 | Nil | ||
37,089 | 14 June 2019 to 14 June 2022 | Nil | ||
Save As You Earn | 11,111 | 8 August 2019 | £1.62 GBP | |
Kris Hagerman | Pre-IPO Options | 3,593,067 | 1 July 2015 | $0.598 USD |
315,285 | 1 August 2013 to 1 August 2017 | $0.598 USD | ||
Long Term Incentive Plan (PSU) | 491,573 | 7 August 2018 | Nil | |
665,714 | 14 June 2019 | Nil | ||
492,763 | 16 June 2020 | Nil | ||
350,291 | 14 June 2021 | Nil | ||
Long Term Incentive Plan (RSU) | 14,923 | 7 August 2016 to 7 August 2019 | Nil | |
103,501 | 14 June 2017 to 14 June 2020 | Nil | ||
79,712 | 16 June 2018 to 16 June 2021 | Nil | ||
87,573 | 14 June 2019 to 14 June 2022 | Nil | ||
Employee Stock Purchase Plan | 2,488 | 31 December 2019 | US$4.27 |
(c) Interests and short positions held by connected advisers of Sophos Group plc
No interests, short positions or rights to subscribe are held by Sophos Group plc's connected advisers J.P. Morgan Cazenove, Lazard & Co., Ltd. or UBS AG London Branch, or the persons affiliated with them, who are not exempt principal traders for the purposes of the Rule 8 of the Code.
This disclosure amends and restates the statement in section 3.4 of Part VIII of the scheme circular published by Sophos Group plc on 8 November 2019.
(d) Interests, short positions and rights to subscribe held by other presumed concert parties of Sophos Group plc
Name | Number of ordinary shares | % of total issued share capital (excluding share options) |
Dr. Peter Lammer | 42,543,360 | 8.708% |
Dr. Jan Hruska | 37,085,228 | 7.591% |
Dr. Jan Hruska / related trust | 5,458,132 | 1.117% |
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: | 5 December 2019 |
| Contact name: | Paul Waters, Company Secretary |
| Telephone number: | +44 (0)1235 461 908 |
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.