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

Crest Nicholson HoldingsAnnouncement

26/06/2024 11:30

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RNS Number : 9848T  Crest Nicholson Holdings PLC  26 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:                                                     Crest Nicholson Holdings 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  Crest Nicholson Holdings plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         26 JUNE 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 Shares of £0.05 each

                                                                      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:  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 Crest Nicholson Holdings plc (Crest Nicholson) held by
 directors (together with their close relatives and related trusts of any of
 them):

Director            Ordinary Shares of £0.05 in Crest Nicholson   Percentage of issued share capital*
 Iain Ferguson **    150,000                                       0.05%
 Octavia Morley ***  5,600                                         0.00%
 David Arnold ****   15,250                                        0.00%
 Martyn Clark        11,621                                        0.00%

*Percentages are calculated on the basis of 256,920,539 ordinary shares of
 £0.05 each in issue as of the share register dated 31 May 2024.

 ** 120,000 ordinary shares of £0.05 in Crest Nicholson held by spouse
 (Catherine Ferguson) (representing a 0.04% shareholding).

 *** 5,600 ordinary shares of £0.05 in Crest Nicholson held by spouse (Edward
 Brett) (representing a 0.00% shareholding).

 **** 13,750 ordinary shares of £0.05 in Crest Nicholson held by spouse
 (Caroline Arnold) (representing a 0.00% shareholding).

 (b)  Share options in Crest Nicholson held by directors (together with their
 close relatives and related trusts of any of them):

 Crest Nicholson has granted (i) nil-cost share options to certain directors
 under a long-term incentive plan (LTIP), (ii) nil-cost share options under a
 replacement long-term incentive plan (Replacement LTIP), and (iii) nil-cost
 share options under a replacement deferred-bonus plan (the DBP).

Name          Scheme            Date of Grant    Number of shares in the capital of Crest Nicholson under option  Exercise price per Crest Nicholson share  Date of expiry / final exercise date  Date fully vested
 Bill Floydd   LTIP              5 February 2024  287,301                                                          Nil                                       5 February 2034                       4 February 2027
 Martyn Clark  LTIP              17 June 2024     498,628                                                          Nil                                       17 June 2034                          16 June 2027
 Martyn Clark  Replacement LTIP  17 June 2024     224,909                                                          Nil                                       17 June 2034                          2 May 2026
 Martyn Clark  Replacement LTIP  17 June 2024     138,037                                                          Nil                                       17 June 2034                          8 March 2025
 Martyn Clark  DBP               17 June 2024     97,544                                                           Nil                                       17 June 2034                          1 March 2026

*Percentages are calculated on the basis of 256,920,539 ordinary shares of
£0.05 each in issue as of the share register dated 31 May 2024.

** 120,000 ordinary shares of £0.05 in Crest Nicholson held by spouse
(Catherine Ferguson) (representing a 0.04% shareholding).

*** 5,600 ordinary shares of £0.05 in Crest Nicholson held by spouse (Edward
Brett) (representing a 0.00% shareholding).

**** 13,750 ordinary shares of £0.05 in Crest Nicholson held by spouse
(Caroline Arnold) (representing a 0.00% shareholding).

 

(b)  Share options in Crest Nicholson held by directors (together with their
close relatives and related trusts of any of them):

 

Crest Nicholson has granted (i) nil-cost share options to certain directors
under a long-term incentive plan (LTIP), (ii) nil-cost share options under a
replacement long-term incentive plan (Replacement LTIP), and (iii) nil-cost
share options under a replacement deferred-bonus plan (the DBP).

 

 Name          Scheme            Date of Grant    Number of shares in the capital of Crest Nicholson under option  Exercise price per Crest Nicholson share  Date of expiry / final exercise date  Date fully vested
 Bill Floydd   LTIP              5 February 2024  287,301                                                          Nil                                       5 February 2034                       4 February 2027
 Martyn Clark  LTIP              17 June 2024     498,628                                                          Nil                                       17 June 2034                          16 June 2027
 Martyn Clark  Replacement LTIP  17 June 2024     224,909                                                          Nil                                       17 June 2034                          2 May 2026
 Martyn Clark  Replacement LTIP  17 June 2024     138,037                                                          Nil                                       17 June 2034                          8 March 2025
 Martyn Clark  DBP               17 June 2024     97,544                                                           Nil                                       17 June 2034                          1 March 2026

 

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:  26 June 2024
 Contact name:        Penny Thomas
 Telephone number:    +44 (0) 7977 851249

 

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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