REG - DWF Group PLC - Form 8.3 - DWF Group PLC

DWFAnnouncement

26/07/2023 11:45

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RNS Number : 2854H  DWF Group PLC  26 July 2023

FORM 8.3

 

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                      Ignasi Costas 1  (#_ftn1)
 (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   DWF Group plc
 relates:

      Use a separate form for each offeror/offeree
 (d) If an exempt fund manager connected with an offeror/offeree, state this      n/a
 and specify identity of offeror/offeree:
 (e) Date position held/dealing undertaken:                                       20 July 2023

      For an opening position disclosure, state 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 PERSON 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 following the dealing
(if any)

 

 Class of relevant security:                                          1p ordinary

                                                                      Interests                   Short positions

                                                                      Number               %      Number    %
 (1) Relevant securities owned and/or controlled:                     3,153,545            0.92
 (2) Cash-settled derivatives:                                        -

 (3) Stock-settled derivatives (including options) and agreements to  133,439 2  (#_ftn2)  0.26
 purchase/sell:
                                                                      4,021,169            1.18

      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).

 

(b)        Rights to subscribe for new securities (including directors'
and other employee options)

 

 Class of relevant security in relation to which subscription right exists:   Ordinary shares*
 Details, including nature of the rights concerned and relevant percentages:  Interest in shares pursuant to share awards granted over 683,057 shares
                                                                              representing 0.20% of the total issued share capital**

 

* These awards relate to issued shares which are currently held by the DWF
Group plc Employee Benefit Trust

** Details of share awards:

 Description of award  Date of award  No. of shares under award  Vesting date
 LTIP***               16/08/2021     195,411                    FY23/24****
 LTIP***               01/08/2022     244,328                    FY24/25****
 EIP*****              09/12/2022     243,318                    FY22/23****

 

*** Long Term Incentive Plan Award (conditional share award subject to
performance conditions disclosed in the DWF Group plc annual report &
accounts for FY21/22) granted under DWF Group plc Equity Incentive Plan.

****Vesting occurs on the announcement of the full year results for the
relevant financial year stated

***** Conditional Share Award granted under DWF Group plc Equity Incentive
Plan

 

 

3.         DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

 

Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.

 

The currency of all prices and other monetary amounts should be stated.

 

(a)        Purchases and sales

 

 Class of relevant security  Purchase/sale  Number of securities  Price per unit

 

(b)        Cash-settled derivative transactions

 

 Class of relevant security  Product description  Nature of dealing                                                              Number of reference securities  Price per unit

                             e.g. CFD             e.g. opening/closing a long/short position, increasing/reducing a long/short
                                                  position

 

(c)        Stock-settled derivative transactions (including options)

 

(i)         Writing, selling, purchasing or varying

 

 Class of relevant security  Product description e.g. call option  Writing, purchasing, selling, varying etc.  Number of securities to which option relates  Exercise price per unit  Type                           Expiry date  Option money paid/ received per unit

                                                                                                                                                                                      e.g. American, European etc.

 

(ii)        Exercise

 

 Class of relevant security  Product description  Exercising/ exercised against  Number of securities  Exercise price per unit

                             e.g. call option

 

(d)        Other dealings (including subscribing for new securities)

 

 Class of relevant security  Nature of dealing               Details  Price per unit (if applicable)

                             e.g. subscription, conversion

 

 

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 person
 making the disclosure and any party to the offer or any person acting in
 concert with a party to the offer:

 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 person making the disclosure 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

 

 Is a Supplemental Form 8 (Open Positions) attached?  YES

 

 

 Date of disclosure:  26 July 2023
 Contact name:        Darren Drabble
 Telephone number*:   +44 333 320 2220

 

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.

 

*If the discloser is a natural person, a telephone number does not need to be
included, provided contact information has been provided to the Panel's Market
Surveillance Unit.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

 

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS,
AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

 

 

1.         KEY INFORMATION

 

 Full name of person making disclosure:                                Ignasi Costas
 Name of offeror/offeree in relation to whose relevant securities the  DWF Group plc
 disclosure relates:

 

2.         STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

 

 Class of relevant security  Product description e.g. call option  Written or purchased  Number of securities to which option or derivative relates  Exercise price per unit  Type                           Vesting date

                                                                                                                                                                              e.g. American, European etc.

 

 

3.         AGREEMENTS TO PURCHASE OR SELL ETC.

 

 Full details should be given so that the nature of the interest or position
 can be fully understood:
 The shares described in 2(a)(3) are subject to a lock-up agreement between the
 holder and DWF Group plc. The exceptions to the restrictions set out in the
 agreement are customary and include, inter alia:

 -     Accepting a general offer made to all holders of issued shares made
 in accordance with the City Code on Takeovers and Mergers; and

 -     Transferring shares pursuant to an arrangement between the Company
 and its members or any class of them which is agreed to by the members and
 sanctioned by the court under the Company Act 2006.

 

It is not necessary to provide details on a Supplemental Form (Open Positions)
with regard to cash-settled derivatives.

 

The currency of all prices and other monetary amounts should be stated.

 

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) .

 

 

 1  (#_ftnref1) The previous Form 8.3 as per RNS numbered 8592G can be
disregarded and the party's full position is disclosed here.

 2  (#_ftnref2) See Supplemental Form 8 for more information

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