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3 Feb 2015 07:00
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: | WYG plc |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): | - |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: | WYG plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: | 3 February 2015 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? | 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:
| Ordinary Shares of 0.1 pence each | |||
| 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 |
(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: | None |
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 directors of WYG plc
Director | Number of WYG plc shares | Percentage of existing WYG plc Shares (66,985,706) |
Paul Hamer | 126,842 | 0.19% |
Sean Cummins | 15,144 | 0.02% |
Mike McTighe | 200,000 | 0.30% |
David Jeffcoat | 190,264 | 0.28% |
Robert Barr | 20,025 | 0.03% |
(b) Directors' rights to subscribe to WYG plc shares
(i) Transformation Incentive Plan and Chairman's Matching Share Award
Director | Transformation Incentive Plan (TIP) (Note 1) | Chairman's Matching Share Award (Note 2) | ||||
Vested | Not yet vested | Total | Vested | Not yet vested | Total | |
Paul Hamer | 1,437,906 | 2,875,814 | 4,313,720 | |||
Sean Cummins | 647,058 | 1,294,116 | 1,941,174 | |||
Graham Olver | 647,058 | 1,294,116 | 1,941,174 | |||
Mike McTighe | 287,581 | 575,162 | 862,743 | 500,000 | 500,000 | |
Note 1
In accordance with the rules of the TIP, the Awards have been granted as a conditional allocation of Ordinary Shares with a nominal value exercise price and no shareholder rights will be conferred upon the awardholders until the Awards have vested and Ordinary Shares are acquired. Such vesting is subject to the achievement of the share price threshold targets for the Ordinary Shares shown in the table below. The vested Awards have not been exercised by the holders and, if not exercised, will expire on the tenth anniversary of the Award date. Any Awards that remain unvested will expire automatically on 12 July 2016. | |
Performance Threshold for TIP (Ordinary Share price level for 25 consecutive trading days) | Percentage of Award vesting |
£1.50 or above | 100% |
£1.25 or above | 66.66% |
£1.00 or above | 33.33% |
Less than £1.00 | Nil |
Note 2
A share matching arrangement, whereby the Chairman's investment of £100,000 in the Company's capital restructuring can be matched on a 2.5 to 1 basis after three years providing that the Chairman remains on the Board for this period. |
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: | 3 February 2015 |
| Contact name: | Benjamin Whitworth, Company Secretary |
| Telephone number: | +44 (0)113 219 2254 |
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