Last checked at 10 Mar 2022 16:04
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: | WORKSPACE 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 | WORKSPACE GROUP PLC |
(d) Is the discloser the offeror or the offeree? | OFFEROR |
(e) Date position held: The latest practicable date prior to the disclosure | 9 MARCH 2022 |
(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
If YES, specify which:
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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 | 0 | Nil | 0 |
(2) Cash-settled derivatives:
| Nil | 0 | Nil | 0 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0 | Nil | 0 |
TOTAL: | Nil | 0 | Nil | 0 |
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: | Nil |
Details, including nature of the rights concerned and relevant percentages: | Nil |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests held by the directors of Workspace Group plc and their close relatives and related trusts
Registered and beneficial owner | Number of ordinary shares in Workspace Group plc owned or controlled | % of issued share capital of Workspace Group plc |
Stephen Hubbard | 23,640 | 0.013% |
Graham Clemett | 97,546 | 0.054% |
Duncan Owen | 5,560 | 0.003% |
Dave Benson | 20,085 | 0.011% |
TOTAL | 146,831 | 0.081% |
(b) Options or awards under the share plans of Workspace Group plc by the directors of Workspace 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 | Grant date | Vesting date / period | Exercise price (per share) |
Graham Clemett | Long Term Incentive Plan | 71,814 | 18 June 2019 | 18 June 2022 | Nil |
Graham Clemett | Long Term Incentive Plan | 139,638 | 18 June 2020 | 18 June 2023 | Nil |
Graham Clemett | Long Term Incentive Plan | 117,043 | 24 June 2021 | 24 June 2024 | Nil |
Graham Clemett | Deferred Bonus Plan | 12,828 | 25 June 2019 | 25 June 2022 | Nil |
Graham Clemett | Deferred Bonus Plan | 20,315 | 26 June 2020 | 26 June 2023 | Nil |
Graham Clemett | Deferred Bonus Plan | 7,629 | 28 June 2021 | 28 June 2024 | Nil |
Graham Clemett | Save As You Earn | 3,389 | 27 July 2020 | 1 September 2023 - 1 March 2024 | £5.31 |
David Benson | Long Term Incentive Plan | 96,089 | 18 June 2020 | 18 June 2023 | Nil |
David Benson | Long Term Incentive Plan | 80,541 | 24 June 2021 | 24 June 2024 | Nil |
David Benson | Deferred Bonus Plan | 5,250 | 28 June 2021 | 28 June 2024 | Nil |
David Benson | Save As You Earn | 5,649 | 27 July 2020 | 1 September 2025 - 1 March 2026 | £5.31 |
TOTAL |
| 560,185 |
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(c) Interests and short positions held by connected advisers of Workspace Group plc
Registered and beneficial owner | Number of ordinary shares in Workspace Group plc owned or controlled | % of issued share capital of Workspace Group plc |
J.P. Morgan Chase Bank (National Association) | 8 | 0.000004% |
TOTAL | 8 | 0.000004% |
(d) Interests, short positions and rights to subscribe held by close relatives and related trusts of the directors of Workspace Group plc in its ordinary shares
Registered Owner | Beneficial Owner | Number of ordinary shares in Workspace Group plc owned or controlled | % of issued share capital of Workspace Group plc |
Mrs J Clemett | Mrs J Clemett | 5,000 | 0.003% |
Sanne Group | Mrs J Clemett | 32,765 | 0.018% |
Mr J Russell | Mr J Russell | 73 | 0.00004% |
TOTAL |
| 37,838 | 0.02104% |
(e) Interests, short positions and rights to subscribe held by other concert parties of Workspace Group plc
Registered Owner | Beneficial Owner | Number of ordinary shares in Workspace Group plc owned or controlled | % of issued share capital of Workspace Group plc |
Rovida Holdings | The London & Amsterdam Trust Company Limited[1] | 15,680,026 | 8.657% |
RR Investment Co Ltd. | The London & Amsterdam Trust Company Limited | 13,557,754 | 7.485% |
The Belvedere Realty Investment Company Limited | The London & Amsterdam Trust Company Limited | 12,543,618 | 6.925% |
Mrs P A Roditi | The London & Amsterdam Trust Company Limited | 7,980,669 | 4.406% |
Mr S N Roditi | The London & Amsterdam Trust Company Limited | 3,453,879 | 1.907% |
Rovida Asset Management Limited | The London & Amsterdam Trust Company Limited | 269,875 | 0.149% |
Roditi 2015 Limited | The London & Amsterdam Trust Company Limited | 5,950 | 0.003% |
TOTAL |
| 53,491,771 | 29.53% |
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: | 10 MARCH 2022 |
| Contact name: | CARMELINA CARFORA |
| Telephone number: | +44 207 1383300 |
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.
[1] Nick Roditi is the ultimate owner of The London & Amsterdam Trust Company Limited.