Source - RNS
RNS Number : 2131L
UBM PLC
17 April 2018
 

FORM 8 (DD)

 

 

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

Mr Tim Cobbold

(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

UBM plc

(d) Status of person making the disclosure:

     e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)

Person acting in concert with the offeree (UBM plc)

(e) Date dealing undertaken:

16 April 2018

(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

 

2.         POSITIONS OF THE PERSON 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 following the dealing

 

Class of relevant security:

 


 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

267,648(1)

0.07

N/A

-

(2) Cash-settled derivatives:

 

N/A

-

N/A

-

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

N/A

-

N/A

-

 

     TOTAL:

267,648

0.07

N/A

-

 

Note:

(1)  510 shares are held by Equiniti Share Plan Trustees Limited as trustee for Tim Cobbold as beneficiary under the UBM plc Share Incentive Plan. The remaining 267,138 shares are held by Carolyn Cobbold and all of such holding is registered in the name of HSBC Client Holdings Nominee (UK) Limited.

 

 

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 (including directors' and other employee options)

 

Class of relevant security in relation to which subscription right exists:

UBM plc ordinary shares of 11.25 pence each

Details, including nature of the rights concerned and relevant percentages:

Please see below

 

UK Tax Qualifying Share Options

 

2008 Sharesave Scheme

No. of ordinary shares under option

Date of grant

Exercise Period

Exercise price

6,914

9 April 2015

1 June 2020 to 30 November 2020

£4.3387

 

UK Non Tax Qualifying Share Options

 

Plan

No. of ordinary shares under option#

Date of grant

Exercise Period

Exercise price

Performance Share Plan

204,475

3 March 2016

3 March 2019 to 2 March 2026

N/A

Performance Share Plan

168,542

24 May 2017

24 May 2020 to 23 May 2027

N/A

Deferred Bonus Plan

35,093

3 March 2016

3 March 2019 to 2 March 2026

N/A

Deferred Bonus Plan

29,210

10 March 2017

10 March 2020 to 9 March 2027

N/A

Deferred Bonus Plan

22,606

23 March 2018

23 March 2021 to 22 March 2028

N/A

 

# Includes accrued dividend equivalent shares.

 



3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE

 

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

 

The currency of all prices and other monetary amounts should be stated.

 

(a)        Purchases and sales

 

(i)         Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)

 

Class of relevant security

Purchase/sale

 

Number of securities

Price per unit

Ordinary shares of 11.25 pence each

Purchase of shares by the Trustee of UBM plc Share Incentive Plan

16

£9.555

 

(ii)        Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser

 

Class of relevant security

Purchases/ sales

 

Total number of securities

Highest price per unit paid/received

Lowest price per unit paid/received

-

-

 

-

-

-

 

(b)        Cash-settled derivative transactions

 

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

-

-

 

-

-

-

 

(c)        Stock-settled derivative transactions (including options)

 

(i)         Writing, selling, purchasing or varying

 

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit

-

-

-

-

-

-

-

-

 

(ii)        Exercise

 

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

-

-

-

-

-

 

 

(d)        Other dealings (including subscribing for new securities)

 

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable)

-

-

 

-

 

-

 

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 or person acting in concert making the disclosure and any other person:

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 or person acting in concert making the disclosure 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:

17 April 2018

Contact name:

Mark Peters
Group Company Secretary

Telephone number:

+44 207 921 5000

 

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 dealing 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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