REG - Centaur Media PLC - Amendment to previous Form 8

Centaur MediaAnnouncement

22/04/2024 18:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240422:nRSV5723La&default-theme=true

RNS Number : 5723L  Centaur Media PLC  22 April 2024

Amendment to previous Form 8 (OPD)

please see Section 3 Centaur Deferred Share Bonus Plan for amended details

 

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:                                                     Centaur Media 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  Centaur Media plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         18 April 2024

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 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:                                          10p Ordinary

                                                                      Interests      Short positions

                                                                      Number  %      Number    %
 (1) Relevant securities owned and/or controlled:                     0       0      0         0
 (2) Cash-settled derivatives:                                        0       0      0         0

 (3) Stock-settled derivatives (including options) and agreements to  0       0      0         0
 purchase/sell:
                                                                      0       0      0         0

      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:  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) Ordinary shares held by the directors of Centaur Media plc ("Centaur"),
 their close relatives and related trusts:

Person                 Number of Centaur shares      % of Centaur issued share capital (excluding treasury shares)

 Colin Jones*           266,235                       0.18%
 Simon Longfield*       349,785                       0.23%
 Rina Mukerji**         621,582                       0.42%
 Swagatam Mukerji*      553,655                       0.37%
 TOTAL                  1,791,257                     1.22%

* Director of Centaur

 ** Close relative of director of Centaur

 (b) Options and awards granted under Centaur's share plans held by the
 directors of Centaur

 Centaur Long Term Incentive Plan:

Centaur director             Number of Centaur shares awarded*      Date of award      Date (expected) of vesting      Exercise period and price (£) **
 2021 LTIP awards
 Simon Longfield              451,898                                25 March 2021      25 March 2024                   6 months / £0.00
 Swagatam Mukerji             826,329                                25 March 2021      25 March 2024                   6 months / £0.00
 2022 LTIP awards
 Simon Longfield              416,667                                24 March 2022      24 March 2025                   6 months / £0.00
 Swagatam Mukerji             700,417                                24 March 2022      24 March 2025                   6 months / £0.00
 2023 LTIP awards
 Simon Longfield              408,163                                12 April 2023      12 April 2026                   6 months / £0.00
 Swagatam Mukerji             686,122                                12 April 2023      12 April 2026                   6 months / £0.00
 TOTAL LTIP AWARDS OUTSTANDING
 Simon Longfield              1,276,728
 Swagatam Mukerji             2,212,868

 

 * Under the Centaur LTIP, a maximum number of Centaur shares are granted on
 the date of grant and which vest in accordance with performance conditions as
 further set out in Centaur's annual report for the financial year ended 31
 December 2023.

 ** In addition to an exercise period of 6 months, each award is subject to a
 holding period of 2 years from the date of vesting during which a participant
 will not sell or otherwise transfer or dispose of any of their vested shares
 under such award.

 Centaur Deferred Share Bonus Plan:

Centaur director      Number of Centaur shares awarded*      Date of award      Date (expected) of vesting      Exercise period and price (£) **
 Simon Longfield       21,421                                 12 May 2022        24 March 2025                   6 months / £0.00
 Swagatam Mukerji      39,172                                 12 May 2022        24 March 2025                   6 months / £0.00

* Director of Centaur

** Close relative of director of Centaur

 

(b) Options and awards granted under Centaur's share plans held by the
directors of Centaur

 

Centaur Long Term Incentive Plan:

 

 Centaur director             Number of Centaur shares awarded*      Date of award      Date (expected) of vesting      Exercise period and price (£) **
 2021 LTIP awards
 Simon Longfield              451,898                                25 March 2021      25 March 2024                   6 months / £0.00
 Swagatam Mukerji             826,329                                25 March 2021      25 March 2024                   6 months / £0.00
 2022 LTIP awards
 Simon Longfield              416,667                                24 March 2022      24 March 2025                   6 months / £0.00
 Swagatam Mukerji             700,417                                24 March 2022      24 March 2025                   6 months / £0.00
 2023 LTIP awards
 Simon Longfield              408,163                                12 April 2023      12 April 2026                   6 months / £0.00
 Swagatam Mukerji             686,122                                12 April 2023      12 April 2026                   6 months / £0.00
 TOTAL LTIP AWARDS OUTSTANDING
 Simon Longfield              1,276,728
 Swagatam Mukerji             2,212,868

 

* Under the Centaur LTIP, a maximum number of Centaur shares are granted on
the date of grant and which vest in accordance with performance conditions as
further set out in Centaur's annual report for the financial year ended 31
December 2023.

** In addition to an exercise period of 6 months, each award is subject to a
holding period of 2 years from the date of vesting during which a participant
will not sell or otherwise transfer or dispose of any of their vested shares
under such award.

 

Centaur Deferred Share Bonus Plan:

 

 Centaur director      Number of Centaur shares awarded*      Date of award      Date (expected) of vesting      Exercise period and price (£) **
 Simon Longfield       21,421                                 12 May 2022        24 March 2025                   6 months / £0.00
 Swagatam Mukerji      39,172                                 12 May 2022        24 March 2025                   6 months / £0.00

 

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 April 2024
 Contact name:        Simon Longfield, CFO
 Telephone number:    +44 (0) 20 7970 4000

 

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) .

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  FEEQLLFLZZLBBBL