Source - RNS
RNS Number : 7362H
Berendsen PLC
09 June 2017
 

FORM 8 (OPD)

 

AMENDMENT TO SECTIONS 3 TO ADD 4,900 BERENDSEN ORDINARY SHARES HELD BY CLOSE RELATIVES OF KEVIN QUINN, CLARIFY HOLDING OF BERENDSEN ORDINARY SHARES BY ANDREW WOOD AND REDUCE THE NUMBER OF ORDINARY SHARES HELD BY ESTERA TRUST (JERSEY) LIMITED BY 4,750

 

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:

Berendsen 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

Berendsen plc

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

Offeree

(e) Date position held:

     The latest practicable date prior to the disclosure

25 May 2017

(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"

YES, Elis S.A. as Offeror

 

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:

 

GB00B0F99717

ordinary shares of 30 pence each

 

 

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) Interests held by directors of Berendsen plc and their related persons

 

Director

Number of ordinary shares held

Percentage of total issued share capital

James Drummond

142,840

0.083%

Kevin Quinn(1)

220,304

0.128%

Iain Ferguson(2)

150,000

0.087%

David Lowden(3)

32,500

0.019%

Andrew Wood(4)

20,000

0.012%

Maarit Aarni-Sirviö

1,400

0.001%

Lucy Dimes

10,000

0.006%

 

(1) Includes interests held by Mr Quinn's wife for herself and on behalf of other family members and by other of his family members.

(2) Includes interests held by Mr Ferguson's wife.

(3) Represents interests held by Mr Lowden's wife.

(4) Represents interests held by Mr Wood's wife.

 

(b) Directors' rights to subscribe for Berendsen plc's shares under Berendsen plc's share plans

 

Performance Share Plan (PSP)

 

Director

Number of ordinary shares subject to option

Date of grant

Date of vesting

James Drummond

50,700

6 August 2015

6 August 2018


88,172

3 June 2016

3 March 2019


157,570

20 March 2017

20 March 2020

Kevin Quinn

31,549

9 March 2015

9 March 2018


58,836

3 June 2016

3 March 2019


87,619

20 March 2017

20 March 2020

 

Co-Investment Plan (CIP)

 

Director

Number of ordinary shares subject to option

Date of grant

Date of vesting

Kevin Quinn

44,168

7 April 2015

7 April 2018

 

Deferred Bonus Plan (DBSP)

 

Director

Number of ordinary shares subject to option

Date of grant

Date of vesting

James Drummond

6,048

3 June 2016

3 March 2019

Kevin Quinn

7,883

9 March 2015

9 March 2018


7,875

3 June 2016

3 March 2019

 

Sharesave Plan (SAYE)

 

Director

Number of ordinary shares subject to option

Date of grant

Date of vesting

Exercise price

Exercise period

James Drummond

2,960

4 May 2017

1 July 2020

£6.08

6 months

Kevin Quinn

2,272

28 October 2014

1 December 2017

£7.92

6 months

 

(c) Shares held by Estera Trust (Jersey) Limited as trustee of the Berendsen plc Employee Benefit Trust

 

Trustee

Number of ordinary shares held

Percentage of total issued share capital

Estera Trust (Jersey) Limited

1,291,621

0.751%

 

 

(d) Interests held by persons deemed to be acting in concert with Berendsen plc

 

Concert party

Interests in ordinary shares

Percentage of total issued share capital

Short position in ordinary shares

Percentage of total issued share capital

Berendsen Nominees Limited(1)

6,581

0.004%

J.P. Morgan Chase Bank, N.A.(2)

68

0.000%

 

(1) Berendsen Nominees Limited is a wholly-owned subsidiary of Berendsen plc and holds legal interests in ordinary shares as trustee for unidentified shareholders of Berendsen plc.

(2) Connected adviser to Berendsen plc.

 

 

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:

9 June 2017

Contact name:

David Lawler

Telephone number:

+44 (0) 20 7259 6663

 

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.

 


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