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26 Sep 2016 15:00
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: | FRIARS 716 LIMITED |
(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. | As above |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | SWP GROUP PLC |
(d) Is the discloser the offeror or the offeree? | OFFEROR |
(e) Date position held: The latest practicable date prior to the disclosure | 23 September 2016 |
(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 |
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:
| SWP Group PLC 0.5p Ordinary PLC | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | NIL | 0.00 | NIL | 0.00 |
(2) Cash-settled derivatives:
| NIL | 0.00 | NIL | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | NIL | 0.00 | NIL | 0.00 |
TOTAL: | NIL | 0.00 | NIL | 0.00 |
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) Shares held by the directors of Friars 716 Limited
Name | Number of Ordinary Shares of 0.5p each in the Offeree interested in | Percentage of total issued share capital (%) (excluding shares under option) of the Offeree |
Alan Walker | 14,278,457(1) | 7.0 |
Colin Stott | 252,187(2) | 0.1 |
David Pett | 396,000(3) | 0.2 |
Martin Bell | 48,190,417(4) | 23.7 |
1. Rock (Nominees) Limited is the registered holder of 9,608,000 SWP Shares as nominee for Tower Pension Trustees Limited, Alan Walker's SIPP. Rock (Nominees) Limited is the registered holder of 363,000 SWP Shares as nominee for Tower Pension Trustees Limited, Anne Marie Walker's SIPP (Anne Marie Walker is the spouse of Alan Walker). Rock (Nominees) Limited is the registered holder of 4,084,707 SWP Shares as nominee for Alfa Industrial Holdings Limited, a company owned and controlled by Alan Walker. Alfa Industrial Holdings Limited, a company owned and controlled by Alan Walker, is the registered holder of 222,750 SWP Shares.
2. Alliance Trust Savings Nominees Limited is the registered holder of 252,187 SWP Shares as nominee for Alliance Trust Savings Limited, Colin Stott's SIPP.
3. David Pett is the registered holder of 396,000 SWP Shares.
4. Martin Bell is the registered holder of 8,378,679 SWP Shares. Castle View International Holdings Limited, a company owned and controlled by Martin Bell, is the registered holder of 12,657,630 SWP Shares. W B Nominees Limited is the registered holder of 10,506,000 SWP Shares as nominee for Castle View International Holdings Limited. Damian Bell, Martin Bell's brother, is the registered holder of 8,378,679 SWP Shares. Gordon Bell, Martin Bell's brother, is the registered holder of 7,245,679 SWP Shares. Rena Bell's estate is the registered holder of 1,023,750 SWP Shares; Martin Bell, Damian Bell and Gordon Bell are executors of Rena Bell's estate.
(b) Directors' rights to subscribe for SWP Group plc shares
Name
| Number of Ordinary Shares of 0.5p each in the Offeree currently under option
| Option Exercise Price
| Earliest exercise date | Latest exercise date |
Alan Walker | 1,500,000 | 10.25p | 2 August 2013 | 2 August 2020 |
Alan Walker | 1,750,000 | 5.00p | 26 July 2015 | 26 July 2022 |
David Pett | 1,000,000 | 10.25p | 2 August 2013 | 2 August 2020 |
David Pett | 1,000,000 | 5.00p | 26 July 2015 | 26 July 2022 |
Colin Stott | 2,000,000 | 10.25p | 2 August 2013 | 2 August 2020 |
Colin Stott | 2,000,000 | 5.00p | 26 July 2015 | 26 July 2022 |
(c) Shares held by the SWP Group PLC Employee Benefit Trust
Number of ordinary shares of 0.5p each interested in | Percentage of total issued share capital (%) of the Offeree | Trustee | Settlor | Beneficiaries |
8,345,000 | 4.1 | Bluevane Limited | SWP Group plc | The employees of SWP Group plc |
Note: Bluevane Limited is a wholly owned subsidiary of SWP. It is the trustee of the SWP Group PLC Employee Benefit Trust and its directors are Alan Walker and David Pett.
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: | 26 September 2016 |
| Contact name: | David Pett (Company Secretary) |
| Telephone number: | 01353 723270 |
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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