REG - Belvoir Group PLC - Form 8 (OPD) Belvoir Group PLC

BelvoirAnnouncement

17/01/2024 16:30

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RNS Number : 0536A  Belvoir Group PLC  17 January 2024

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:                                                     Belvoir Group PLC
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 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  Belvoir Group PLC
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         17 January 2024

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          No
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "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 1p

                                                                      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  Nil            Nil
 purchase/sell:
                                                                      Nil            Nil

      TOTAL:

 

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:  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)  Ordinary Shares of 1 pence each in the capital of the Company

 (b)  Rights to subscribe for Ordinary Shares of 1 pence each in the capital
 of the Company

 

(a)  Interests in Belvoir Group PLC's ordinary shares of 1p each held by the
directors of Belvoir Group PLC:

 

 Director          Number of Ordinary Shares  % of issued share capital
 Dorian Gonsalves  656,500                    1.75%
 Louise George     450,106                    1.20%
 Michelle Brook    485,162                    1.30%
 Mark Newton       435,507                    1.17%
 Paul George       20,000                     0.05%
 Jon Di-Stefano    10,000                     0.03%

 

 

(b)  Rights to subscribe for Interests in Belvoir Group PLC's ordinary shares
of 1p each held by the directors of Belvoir Group PLC:

 

 Director          Type                                               Number of Options  Dividend equivalent shares*  Exercise price  Date of grant  Vesting date from  Expiry date
 Dorian Gonsalves  Belvoir Group Performance Share Plan 2017 ("PSP")  247,347            24,661                       £0.01           30/06/2021     8/04/2024          29/06/2031
 Dorian Gonsalves  PSP                                                101,075            6,736                        £0.01           02/08/2022     8/04/2025          01/08/2032
 Dorian Gonsalves  PSP                                                114,350            2,486                        £0.01           31/05/2023     10/04/2026         30/05/2033
 Louise George     PSP                                                207,122            20,651                       £0.01           30/06/2021     8/04/2024          29/06/2031
 Louise George     PSP                                                92,475             6,163                        £0.01           02/08/2022     8/04/2025          01/08/2032
 Louise George     PSP                                                104,630            2,275                        £0.01           31/05/2023     10/04/2026         30/05/2033
 Michelle Brook    PSP                                                9,527              950                          £0.01           30/06/2021     8/04/2024          29/06/2031
 Michelle Brook    PSP                                                58,065             3,870                        £0.01           02/08/2022     8/04/2025          01/08/2032
 Michelle Brook    PSP                                                65,620             1,427                        £0.01           31/05/2023     10/04/2026         30/05/2033

 

*Dividend equivalent shares represent additional shares the option holder is
entitled to receive upon exercise, equivalent to the value of dividends that
would have been received on shares subject to the option between the grant
date and the exercise date.

 

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:  17 January 2024
 Contact name:        Louise George
 Telephone number:    + 44 (0) 1476 584 900

 

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
(http://www.thetakeoverpanel.org.uk) .

 

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