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Form 8.2 (OPD) - Wey Education

13 Apr 2021 10:30

RNS Number : 2950V
Wey Education PLC
13 April 2021
 

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:

Wey Education 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

Wey Education plc

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

12 April 2021

(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:

 

Ordinary shares of 1p each

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

Nil

Nil

Nil

(2) Cash-settled derivatives:

 

Nil

Nil

Nil

Nil

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

Nil

Nil

Nil

Nil

 

TOTAL:

Nil

Nil

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:

N/A

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) Holdings of ordinary shares of 1p each in Wey Education plc and holdings of options over ordinary shares in Wey Education plc by directors and their close relatives and related trusts

 

Name

No. of ordinary shares held

Percentage of issued share capital

Jacqueline Daniell (CEO) and her husband, Paul Daniell

10,316,490

7.38%

Barrie Whipp

500,000

0.36%

John Bridges

500,000

0.36%

Anthony Knowles

66,862

0.05%

Barry Nichols-Grey

43,633

0.03%

Esther Clark

-

-

Sara de Freitas

-

-

Annika Small

-

-

 

b) Enterprise Management Incentive ("EMI") options held by directors of Wey Education plc (and their close relatives and related trusts).

 

 

Director

Date of grant

Number of options

Exercise price

First exercise date

Last exercise date

Barry Nichols-Grey

12/06/2018

1,591,343

15.71 pence

12/06/2021

12/06/2028

Anthony Knowles

12/06/2018

1,591,343

15.71 pence

12/06/2021

12/06/2028

Sara de Freitas

17/11/2020

250,000

23.90 pence

17/11/2023

17/11/2030

Esther Clark

17/11/2020

250,000

23.90 pence

17/11/2023

17/11/2030

 

c) Unapproved share options held by directors of Wey Education plc (and their close relatives and related trusts).

 

Director

Date of grant

Number of options

Exercise price

First exercise date

Last exercise date

Barry Nichols-Grey

10/05/2018

1,500,000

16.70 pence

10/05/2021

10/05/2028

Anthony Knowles

23/05/2018

1,500,000

16.70 pence

23/05/2021

23/05/2028

 

 

 

 

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 April 2021

Contact name:

Barry Nichols-Grey

Telephone number:

+44 (0) 1873 813 900

 

 

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.

 

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END
 
 
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