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Form 8 (OPD) Xchanging plc - Amendment

23 Oct 2015 18:33

RNS Number : 3309D
Xchanging PLC
23 October 2015
 



 

 

 

 

FORM 8 (OPD)

Amendments to RNS Numbers: 0983D and 1365C

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER (AMENDMENTS)

 

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

 

1. KEY INFORMATION

 

 

(a) Full name of discloser:

Xchanging 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.

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Xchanging plc

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

13 October 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?

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:

 

5p ordinary shares

 

 

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:

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. Interest of directors of Xchanging plc (and persons (other than close relatives) presumed to be acting in concert with the directors) in its ordinary shares

 

Director

 

Number of ordinary shares

% of issued share capital

Geoff Unwin

396,908

0.16

Ken Lever

61,650

0.02

David Bauernfeind

591,053

0.24

Ian Cormack

8,569

0.00

Michael Paulin

30,000

0.01

Bill Thomas

14,289

0.01

Stephen Wilson

35,335

0.01

 

 

b. Interests of close relatives of directors of Xchanging plc in its ordinary shares

 

Name

Relation to director

Number of ordinary shares

% of issued share capital

Denise Lever

Spouse of Ken Lever

887,778

0.36

Nicolette Bauernfeind

Spouse of David Bauernfeind

46,154

0.02

Ornella Bauernfeind

Daughter of David Bauernfeind

144,699

0.06

Catherine Wilson

Spouse of Stephen Wilson

17,879

0.01

 

 

 

c. Interests in Xchanging ordinary shares held by directors in awards of ordinary shares under Xchanging's share plans

 

2000 BV Approved Option

 

Director

 

Number of ordinary shares

Award date

Date first exercisable

Date last exercisable

Exercise price per share (£)

David Bauernfeind

16,132

05/02/2007

05/02//2010

04/02/17

1.325

 

 

2007 Performance Share Plan

 

 

Director

Number of ordinary shares

Award date

Date first exercisable

Date last exercisable

Exercise price per share (£)

David Bauernfeind

227,437

23/05/2013

N/A

N/A

-

David Bauernfeind

113,718

23/05/2013

N/A

N/A

-

David Bauernfeind

196,875

03/04/2014

03/10/2017

02/10/2018

-

David Bauernfeind

98,438

03/04/2014

03/10/2017

02/10/2018

-

David Bauernfeind

234,392

09/04/2015

09/04/2020

08/04/2021

-

David Bauernfeind

117,196

09/04/2015

09/04/2020

08/04/2021

-

Ken Lever

342,960

23/05/2013

N/A

N/A

-

Ken Lever

171,480

23/05/2013

N/A

N/A

-

Ken Lever

296,875

03/04/2014

03/10/2017

02/10/2018

-

Ken Lever

148,438

03/04/2014

03/10/2017

02/10/2018

-

Ken Lever

353,448

09/04/2015

09/04/2020

08/04/2021

-

Ken Lever

176,724

09/04/2015

09/04/2020

08/04/2021

-

 

 

2012 Deferred Share Bonus Plan

 

 

Director

 

Number of shares

Award date

Date first exercisable

Date last exercisable

Exercise price per share (£)

David Bauernfeind

20,566

05/04/2012

05/04/2015

04/04/2020

-

David Bauernfeind

71,031

23/05/2013

23/05/2016

22/05/2021

-

David Bauernfeind

65,304

03/04/2014

03/04/2017

02/04/2022

-

Ken Lever

51,414

05/04/2012

05/04/2015

04/04/2020

-

Ken Lever

112,466

23/05/2013

23/05/2016

22/05/2021

-

Ken Lever

98,475

03/04/2014

03/04/2017

02/04/2022

-

 

 

d. Interests in Xchanging's ordinary shares held by The Xchanging B.V. 2007 Employee Benefit Trust

 

Number of shares

% of issued share capital

71,641

0.03

 

 

e. Interests of connected advisers

 

Lazard & Co. Limited

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

0

0.00

0

0.00

(2) Cash-settled derivatives:

0

0.00

0

0.00

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

0

0.00

0

0.00

Total

0

0.00

0

0.00

 

Investec Bank plc

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

0

0.00

0

0.00

(2) Cash-settled derivatives:

0

0.00

0

0.00

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

0

0.00

0

0.00

Total

0

0.00

0

0.00

 

Liberum Capital Limited

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

0

0.00

0

0.00

(2) Cash-settled derivatives:

0

0.00

0

0.00

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

0

0.00

0

0.00

Total

0

0.00

0

0.00

 

 

 

 

 

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:

13 October 2015

Contact name:

Chris Fussell

Telephone number:

+44 (0)20 3604 6957

 

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.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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