REG - Bellway PLC Crest Nicholson Hdgs - Form 8 (OPD) Bellway

Crest Nicholson HoldingsAnnouncement

25/06/2024 16:45

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RNS Number : 8385T  Bellway PLC  25 June 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:                                                     Bellway p.l.c.
 (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  Bellway p.l.c.
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                Offeror
 (e) Date position held:                                                         24 June 2024

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          Yes - Crest Nicholson Holdings plc
 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

                                                                      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:   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 directors of Bellway p.l.c. and their close relatives
 and related trusts

Name            No. of ordinary shares(†)    Percentage of total issued share capital*
 Ian McHoul      2,000                        0.00
 Jason Honeyman  38,186(1)                    0.03
 Jill Caseberry  470                          0.00
 John Tutte      20,000(2)                    0.01
 Keith Adey      80,218(3)                    0.06
 Sarah Whitney   1,131                        0.00

 

 *  Figures are truncated at two decimal places.

 (†  )Unless stated otherwise, ordinary shares are held legally and
 beneficially by the relevant director.

 (1)  1,000 ordinary shares are legally and beneficially held by Jason
 Honeyman. The remaining 37,186 ordinary shares are legally and beneficially
 held by Joanne Honeyman (spouse of Jason Honeyman).

 (2)  All 20,000 ordinary shares are legally and beneficially held by Mary
 Tutte (spouse of John Tutte).

 (3)  1,439 ordinary shares are legally and beneficially held by Keith Adey.
 The remaining 78,779 ordinary shares are legally and beneficially held by
 Jayne Adey (spouse of Keith Adey).

 (b) Interests held as options or awards under the share plans of Bellway
 p.l.c. by

 the directors of Bellway p.l.c. 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 under which option or award was granted  No. of ordinary shares in Bellway plc under option or subject to award  Date of grant     Exercise price  Vesting date      Expiry date
 Jason Honeyman  Long-Term Incentive Plan(1)                         33,216                                                                  26 October 2021   Nil             26 October 2024   26 October 2031
         64,901                                                                                                                      11 November 2022  Nil             11 November 2025  11 November 2032
         75,036                                                                                                                      24 October 2023   Nil             24 October 2026   24 October 2033
         Savings Related Share Option Schemes                1,935                                                                   7 December 2022   1,550p          1 February 2028   1 August 2028
 Keith Adey      Long-Term Incentive Plan(1)                         19,304                                                                  26 October 2021   Nil             26 October 2024   26 October 2031
         39,604                                                                                                                      11 November 2022  Nil             11 November 2025  11 November 2032
         45,789                                                                                                                      24 October 2023   Nil             24 October 2026   24 October 2033
         Savings Related Share Option Schemes                1,161                                                                   7 December 2022   1,550p          1 February 2026   1 August 2026

 

 (1 ) The degree to which these Long-Term Incentive Plan awards vest depends
 on performance targets measured over a three-year period.  Further details
 are set out in Bellway p.l.c.'s annual report and accounts for the year ended
 31 July 2023 (https://www.bellwayplc.co.uk/media/2643/bellway_ar23_web.pdf
 (https://www.bellwayplc.co.uk/media/2643/bellway_ar23_web.pdf) )

 

*  Figures are truncated at two decimal places.

 

(†  )Unless stated otherwise, ordinary shares are held legally and
beneficially by the relevant director.

 

(1)  1,000 ordinary shares are legally and beneficially held by Jason
Honeyman. The remaining 37,186 ordinary shares are legally and beneficially
held by Joanne Honeyman (spouse of Jason Honeyman).

 

(2)  All 20,000 ordinary shares are legally and beneficially held by Mary
Tutte (spouse of John Tutte).

 

(3)  1,439 ordinary shares are legally and beneficially held by Keith Adey.
The remaining 78,779 ordinary shares are legally and beneficially held by
Jayne Adey (spouse of Keith Adey).

 

(b) Interests held as options or awards under the share plans of Bellway
p.l.c. by

the directors of Bellway p.l.c. 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 under which option or award was granted  No. of ordinary shares in Bellway plc under option or subject to award  Date of grant     Exercise price  Vesting date      Expiry date
 Jason Honeyman  Long-Term Incentive Plan(1)                         33,216                                                                  26 October 2021   Nil             26 October 2024   26 October 2031
                 64,901                                                                                                                      11 November 2022  Nil             11 November 2025  11 November 2032
                 75,036                                                                                                                      24 October 2023   Nil             24 October 2026   24 October 2033
                 Savings Related Share Option Schemes                1,935                                                                   7 December 2022   1,550p          1 February 2028   1 August 2028
 Keith Adey      Long-Term Incentive Plan(1)                         19,304                                                                  26 October 2021   Nil             26 October 2024   26 October 2031
                 39,604                                                                                                                      11 November 2022  Nil             11 November 2025  11 November 2032
                 45,789                                                                                                                      24 October 2023   Nil             24 October 2026   24 October 2033
                 Savings Related Share Option Schemes                1,161                                                                   7 December 2022   1,550p          1 February 2026   1 August 2026

 

(1 ) The degree to which these Long-Term Incentive Plan awards vest depends
on performance targets measured over a three-year period.  Further details
are set out in Bellway p.l.c.'s annual report and accounts for the year ended
31 July 2023 (https://www.bellwayplc.co.uk/media/2643/bellway_ar23_web.pdf
(https://www.bellwayplc.co.uk/media/2643/bellway_ar23_web.pdf) )

 

 

 

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:  25 June 2024
 Contact name:        Simon Scougall, Group General Counsel and Company Secretary
 Telephone number:    0191 217 0717

 

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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