16 Jul 2019 16:52
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: | Telford Homes Plc ("Telford Homes") |
(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 | Telford Homes Plc |
(d) Is the discloser the offeror or the offeree? | Offeree |
(e) Date position held: The latest practicable date prior to the disclosure | 15 July 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:
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| |||
| 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: | None |
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) Ordinary Shares held by the directors of Telford Homes
*Includes 1,006,258 shares held by Judith Wiseman, Andrew Wiseman's spouse **Shares held by Helen Di-Stefano, Jon Di-Stefano's spouse ***Includes 40,000 shares held by Tim Rogers, Katie Roger's spouse and 45,000 shares held by Pershing Nominees Limited as nominee for Katie Rogers as beneficial owner and 6,543 shares held by Halifax Share Dealing Limited (and/or one of its nominees) on behalf of Katie Rogers as beneficial owner ****Shares held by Pershing Nominees Limited as nominee for John Fitzgerald as beneficial owner *****Includes 6,656 shares legally held by Wealth Nominees Limited as nominee for Ruth Campbell, David Campbell's spouse, as beneficial owner and 31,139 shares held by Alliance Trust Savings Nominee Limited as nominee for David Campbell as beneficial owner ******Includes 6,300 shares held in a self-invested personal pension which are legally held by the Trustees of Standard Life on behalf of Jane Earl as beneficial owner
(b) Share Incentive Plan ("SIP") awards held on behalf of the directors of Telford Homes*
*SIP shares are legally held by Telford Homes Trustees Limited on behalf of the directors as beneficial holders
(c) Deferred Payment Share Purchase Plan ("DPSPP") awards held on behalf of the directors of Telford Homes*
*DPSPP shares are legally held by RBC cees Trustees Limited on behalf of the directors as beneficial holders
(d) Long Term Incentive Plan ("LTIP") awards held by the directors of Telford Homes
(i) LTIP awards held by Jon Di-Stefano
(ii) LTIP awards held by David Campbell
(iii) LTIP awards held by John Fitzgerald
(iv) LTIP awards held by Jerome Geoghegan
(v) LTIP awards held by Katie Rogers
(e) Employee Share Option Scheme ("ESOS") awards held by the directors of Telford Homes
(i) ESOS awards held by Jon Di-Stefano
(ii) ESOS awards held by John Fitzgerald
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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
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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: If there are no such agreements, arrangements or understandings, state "none" |
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: | 16 July 2019 |
| Contact name: | Monique Woudberg |
| Telephone number: | 01992 809 800 |
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.