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: | Shaftesbury 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 | Shaftesbury PLC |
| (d) Is the discloser the offeror or the offeree? | OFFEREE |
| (e) Date position held: The latest practicable date prior to the disclosure | 16 May 2022 |
| (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 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:
|
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| Interests | Short positions | ||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | Nil | 0 | Nil | 0 |
| (2) Cash-settled derivatives:
| Nil | 0 | Nil | 0 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0 | Nil | 0 |
|
TOTAL: | Nil | 0 | Nil | 0 |
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 in Ordinary Shares of £0.25 each in Shaftesbury PLC in which the directors of Shaftesbury PLC are interested (including their close relatives and related trusts):
*Total number of Ordinary Shares issued by Shaftesbury PLC is 384,214,860 as of 16 May 2022. The percentages in the table have been rounded to the three nearest decimal places.
(1) Brian Bickell holds 836,539 Shares and a person closely associated ("PCA") of Brian Bickell holds 500,000 Shares. (2) Tom Welton holds 312,171 Shares and a PCA of Tom Welton holds 629,836 Shares. (3) Chris Ward holds 127,104 Shares and a PCA of Chris Ward holds 96,367 Shares.
(b) Options held by the directors of Offeree, their close relative and related trusts
Deferred Annual Share Bonus Scheme
**Entitlements for the grant of Ordinary Shares under the Deferred Annual Share Bonus Scheme for 2018 have been included in the table above. These awards vested in December 2021 (awards under the Deferred Annual Share Bonus Scheme vest three years after the date of grant), but each of the directors above has not yet exercised their entitlements and the Ordinary Shares are still held in the Shaftesbury PLC Employee Benefit Trust on behalf each director. These Ordinary Shares have been included in the relevant rows above.
***Shares due to be granted under the Deferred Annual Share Bonus Scheme for 2021 have not yet been purchased by Equiniti (in its capacity as trustee of the Shaftesbury PLC Employee Benefit Trust) and so such grants have been listed above on a cash value basis rather than referring to a number of Ordinary Shares. It is intended that, at the appropriate time and when permitted, an amount of shares equal to the cash value listed above will be purchased by Equiniti and held by the Shaftesbury PLC Employee Benefit Trust on behalf of the relevant directors in accordance with the terms of the Deferred Annual Share Bonus Scheme.
Shaftesbury Long-Term Incentive Plan 2016
****Nil cost options are granted subject to a three year performance period and are subject to the satisfaction of certain performance criteria. Any award that vests is then subject to a two year post-vesting holding period.
Sharesave Plan
Sharesave options are not exercisable until the bonus date under the related savings contract, when there would be a six-month period during which the options will be exercisable. Participants have six months from the date of vesting to exercise.
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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" |
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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" |
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None
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(c) Attachments
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | NO |
| Supplemental Form 8 (SBL) | NO |
Date of disclosure: | 17 May 2022 |
Contact name: | Desna Martin (Company Secretary) |
Telephone number: | 020 7333 8118 |
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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