Source - LSE Regulatory
RNS Number : 7997P
Arrow Global Group PLC
19 February 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:

Arrow Global Group 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

Arrow Global Group plc

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

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

18 February 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:

 


 

 

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:

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)  Interests held by the directors of Arrow Global Group plc and their close relatives and related trusts

 

Name

No. of ordinary shares

Percentage of total issued share capital (excl. share options)

Jonathan Bloomer

50,896

0.029

Lee Rochford

492,713

0.278

Matt Hotson

34,880

0.012

Andrew Fisher

87,522

0.049

Lan Tu

23,309

0.013

Maria Luis Albuquerque

0

0

Paola Bergamaschi Broyd

0

0

 

(b)  Interests held as options or awards under the share plans of Arrow Global Group plc by the directors of Arrow Global Group plc and their close relatives and related trusts who are not exempt principal traders for the purposes of Rule 8 of the Code

 

Name

Share Plan

No. of ordinary shares under option

Vesting date

Exercise price per share (£)

Lee Rochford

2017 LTIP

184,248

2020

Nil

2018 LTIP

263,598

2021

Nil

2019 LTIP

390,780

2022

Nil

2020 LTIP

1,016,805

2023

Nil

Matt Hotson

2020 LTIP

690,636

2023

Nil

 

 

(c)  Interests and short positions held by connected advisors of Arrow Global Group plc

 

Name

No. of ordinary shares

Percentage of total issued share capital (excl. share options)

J.P. Morgan Securities plc

1

0.0000006

The interests are held by J.P. Morgan Chase Bank (Custody)

 

(d)  Interests, short positions and rights to subscribe held by other presumed concert parties of Arrow Global Group plc

 

None

 

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:

19 February 2021

Contact name:

Martina Swart, Group Chief Legal and Risk Officer

Telephone number:

+44 7872149483

 

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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