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26 Oct 2016 13:28
FORM 8 (OPD)
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AMENDMENT TO SECTION 3 - AMENDMENT TO 3(e) (ADDITION OF FOOTNOTE)
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PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
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1. KEY INFORMATION
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(a) Full name of discloser: | UK Mail 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 | UK Mail Group plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 30 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" | N/A |
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2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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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.
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(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
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Class of relevant security: Â | ||||
  | Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | - | Nil | - |
(2) Cash-settled derivatives: Â | Nil | - | Nil | - |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | - | Nil | - |
 TOTAL: | Nil | - | Nil | - |
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All interests and all short positions should be disclosed.
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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).
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Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
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(b) Rights to subscribe for new securities
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Class of relevant security in relation to which subscription right exists: | None |
Details, including nature of the rights concerned and relevant percentages: | None |
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3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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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: |
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a. Beneficial interests of Directors of UK Mail Group plc in its ordinary shares of 10Â pence each
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Director | Number of ordinary shares | % of issued share capital |
Steven Glew | 155,812 | 0.28% |
William Spencer | 4,800 | 0.01% |
Jessica Burley | 1,500 | 0.00% |
Michael Findlay | 1,500 | 0.00% |
Total | 163,612 | 0.30% |
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b. Interests of the Directors of UK Mail Group plc under the UK Mail Group plc Long Term Incentive Plan 2009
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 Name | Description of award | Number ofUK Mail relevantsecurities | Exercise price |  Grant date |
Steven Glew | Share options | 37,050 | Nil | 28/11/2014 |
Albert Chris Mangham | Share options | 29,904 | Nil | 02/06/2015 |
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c. Interests of the Directors of UK Mail Group plc under the UK Mail Group plc share matching plan
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Name | Description of award | Number ofUK Mail relevantsecurities | Exercise Price (pence) | Grant date |
Steven Glew | Share options | 4,000 | Nil | 10/06/2014 |
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d. Interests of Directors of UK Mail Group plc under the UK Mail Group plc savings related share option scheme 2007
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Name | Description of award | Number ofUK Mail relevantsecurities | Exercise Price (pence) | Grant date |
Steven Glew | Share options | 2,149 | 418.67p | 25/07/2013 |
Steven Glew | Share options | 1,910 | 471.14p | 30/07/2014 |
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e. Interests of close relatives of Peter Kane, a director of UK Mail Group plc (presumed to be acting in concert with UK Mail Group plc) in its ordinary shares of 10 pence each
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Name | Number of ordinary shares | % of issued share capital |
John Kane | 13,626,167 | 24.71% |
Michael Kane | 5,300,000 | 9.61% |
Mrs. Ghislaine Kane | 3,339,633 | 6.06% |
James Kane1 | 3,333,334 | 6.04% |
Mr. and Mrs. Matthew Bailey | 3,033,333 | 5.50% |
Total | 28,632,467 | 51.92% |
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1 James Kane's total beneficial interest in UK Mail Group plc is held in two trusts - the P. Kane Children's Settlement Trust for Non Minor Children which holds 1,922,960 shares and Napolitina Limited which holds 1,410,374 shares. James Kane therefore has a beneficial interest in a total of 3,333,334 shares, representing 6.04% of UK Mail Group plc's issued share capital.
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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).
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Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
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4. OTHER INFORMATION
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(a) Indemnity and other dealing arrangements
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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
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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
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Are any Supplemental Forms attached?
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Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
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| Date of disclosure: | 26 October 2016 |
| Contact name: | Steven Glew |
| Telephone number: | +44 (0) 1753 706 070 |
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Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
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The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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