REG - Empiric Student Prop Unite Group PLC - Form 8 (OPD) - Empiric Student Property plc

Empiric Student PropertyAnnouncement

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RNS Number : 2710N  Empiric Student Property PLC  18 June 2025

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:                                                     Empiric Student Property 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  Empiric Student Property 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 June 2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          YES - The Unite Group 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 shares of one penny 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:   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)  The directors of the Offeree (and their close relatives and the related
 trusts of any of them) hold Ordinary Shares in the Offeree as follows:

Name            No. Ordinary Shares held  % of issued ordinary share capital
 Mark Pain       120,000                   0.01
 Duncan Garrood  150,438                   0.02
 Donald Grant    54,053                    0.00
 Alice Avis      59,600                    0.00

 

 (B)  The following directors of the Offeree hold options and awards granted
 under the Offeree's share incentive schemes as follows:

Name            No. Ordinary Shares under option  Name of scheme or plan  Type of award    Grant date  Vest date  Exercisable from
 Duncan Garrood  722,039                           LTIP                    Nil cost option  21/03/25    21/03/28*  21/03/30
         29,404                            Deferred Bonus          Nil cost option  21/03/25    21/03/28   21/03/28
         728,294                           LTIP                    Nil cost option  12/04/24    12/04/27*  12/04/29
         136,476                           Deferred Bonus          Nil cost option  12/04/24    12/04/27   12/04/27
         722,233                           LTIP                    Nil cost option  14/04/23    14/04/26*  14/04/28
         125,483                           Deferred Bonus          Nil cost option  14/04/23    14/04/26   14/04/26
         475,006                           LTIP                    Nil cost option  24/03/22    24/03/25   24/03/27

                          (vested awards)
         20,084                            Deferred Bonus          Nil cost option  24/03/22    24/03/25   24/03/25
         601,875                           LTIP                    Nil cost option  22/04/21    22/04/24   22/04/26

                          (vested awards)
         200,000                           LTIP                    Nil cost option  10/11/20    10/11/23   10/11/25

                          (vested awards)
 Donald Grant    510,710                           LTIP                    Nil cost option  21/03/25    21/03/28*  21/03/30
         19,071                            Deferred Bonus          Nil cost option  21/03/25    21/03/28   21/03/28
         515,135                           LTIP                    Nil cost option  12/04/24    12/04/27*  12/04/29
         96,532                            Deferred Bonus          Nil cost option  12/04/24    12/04/27   12/04/27
         510,848                           LTIP                    Nil cost option  14/04/23    14/04/26*  14/04/28

      Notes

 *Subject to satisfaction of performance conditions; any part of the award that
 does not vest as a consequence of any part of the performance conditions not
 being satisfied will lapse.

 ** LTIP awards will lapse if they have not been exercised by the seventh
 anniversary of the grant date.

 ***Deferred Bonus awards will lapse if they have not been exercised by the
 fifth anniversary of the grant date.

 

(B)  The following directors of the Offeree hold options and awards granted
under the Offeree's share incentive schemes as follows:

 

 Name            No. Ordinary Shares under option  Name of scheme or plan  Type of award    Grant date  Vest date  Exercisable from
 Duncan Garrood  722,039                           LTIP                    Nil cost option  21/03/25    21/03/28*  21/03/30
                 29,404                            Deferred Bonus          Nil cost option  21/03/25    21/03/28   21/03/28
                 728,294                           LTIP                    Nil cost option  12/04/24    12/04/27*  12/04/29
                 136,476                           Deferred Bonus          Nil cost option  12/04/24    12/04/27   12/04/27
                 722,233                           LTIP                    Nil cost option  14/04/23    14/04/26*  14/04/28
                 125,483                           Deferred Bonus          Nil cost option  14/04/23    14/04/26   14/04/26
                 475,006                           LTIP                    Nil cost option  24/03/22    24/03/25   24/03/27

                                                   (vested awards)
                 20,084                            Deferred Bonus          Nil cost option  24/03/22    24/03/25   24/03/25
                 601,875                           LTIP                    Nil cost option  22/04/21    22/04/24   22/04/26

                                                   (vested awards)
                 200,000                           LTIP                    Nil cost option  10/11/20    10/11/23   10/11/25

                                                   (vested awards)
 Donald Grant    510,710                           LTIP                    Nil cost option  21/03/25    21/03/28*  21/03/30
                 19,071                            Deferred Bonus          Nil cost option  21/03/25    21/03/28   21/03/28
                 515,135                           LTIP                    Nil cost option  12/04/24    12/04/27*  12/04/29
                 96,532                            Deferred Bonus          Nil cost option  12/04/24    12/04/27   12/04/27
                 510,848                           LTIP                    Nil cost option  14/04/23    14/04/26*  14/04/28

      Notes

*Subject to satisfaction of performance conditions; any part of the award that
does not vest as a consequence of any part of the performance conditions not
being satisfied will lapse.

** LTIP awards will lapse if they have not been exercised by the seventh
anniversary of the grant date.

***Deferred Bonus awards will lapse if they have not been exercised by the
fifth anniversary of the grant 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:  18 June 2025
 Contact name:        Lisa Hibberd
 Telephone number:    07769 401 905

 

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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