REG-FirstGroup PLC: Form 8 (DD) - FirstGroup plc

FirstgroupAnnouncement

25/04/2018 16:20

FORM 8 (DD)

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT
(INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the “Code”)

1.         KEY INFORMATION

 (a) Full name of discloser:                                                                                                                                                                                                     Tim O’Toole                                             
 (b) Owner or controller of interests and short positions disclosed, if 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.  N/A                                                     
 (c) Name of offeror/offeree in relation to whose relevant securities this form relates:  Use a separate form for each offeror/offeree                                                                                           FirstGroup plc                                          
 (d) Status of person making the disclosure:  e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)                                                                         Person acting in concert with offeree (FirstGroup plc)  
 (e) Date dealing undertaken:                                                                                                                                                                                                    25 April 2018                                           
 (f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?  If it is a cash offer or possible cash offer, state “N/A”                                        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

 Class of relevant security:                                                               Ordinary shares of 5p each        
                                                                                          Interests        Short positions   
                                                                                       Number    % (1)    Number     % (1)   
 (1) Relevant securities owned and/or controlled:                                    1,265,948   0.10%      Nil       Nil    
 (2) Cash-settled derivatives:                                                          Nil       Nil       Nil       Nil    
 (3) Stock-settled derivatives (including options) and agreements to purchase/sell:     Nil       Nil       Nil       Nil    
 TOTAL:                                                                              1,265,948   0.10%      Nil       Nil    

1 Percentage calculations (truncated to 2 decimal places) are based on
FirstGroup plc’s total number of ordinary shares in issue (excluding shares
held in treasury) being 1,210,853,471.

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 (including
directors’ and other employee options)

 Class of relevant security in relation to which subscription right exists:   Ordinary shares of 5p each                                                     
 Details, including nature of the rights concerned and relevant percentages:  Interests and arrangements to acquire shares as set out in (i) and (ii) below  
1.
Interests in FirstGroup plc’s 5p ordinary shares held by directors pursuant
to FirstGroup plc’s share awards(2)

Scheme type – EABP

 Number of ordinary shares awarded  Date of grant  Option and exercise price  Exercise period               
 230,748                            15 June 2015   Nil                        1 April 2018 to 14 June 2025  
 83,126                             28 June 2016   Nil                        27 June 2019 to 27 June 2026  
 516,356                            16 June 2017   Nil                        16 June 2020 to 15 June 2027  

Scheme type – LTIP (subject to performance conditions)

 Number of ordinary shares awarded  Date of grant     Option and exercise price  Exercise period                   
 972,728                            17 December 2015  Nil                        1 April 2018 to 1 April 2019      
 1,042,694                          28 June 2016      Nil                        1 April 2019 to 1 April 2020      
 969,197                            24 November 2017  Nil                        1 April 2020 to 25 November 2020  

2 Tim O’Toole’s EABP and LTIP awards are structured as conditional awards
under which, following vesting, the shares are transferred to the participant
for nil payment.
1.
Monthly purchase arrangement in FirstGroup plc’s 5p ordinary shares

Since August 2011, Tim O’Toole has allocated part of his monthly gross base
salary (up to £25,000) to acquire shares in the Company. This is a standing
instruction, and the shares acquired through this arrangement are reflected
above in Tim O’Toole’s interests in FirstGroup plc’s 5p ordinary shares.
From August 2011 until May 2015 the monthly allocation was £10,000, rising to
£15,000 from June 2015 to October 2017 and then again to £25,000 from
November 2017 onwards. This monthly purchase arrangement for April is the
reason for this dealing disclosure.

3.         DEALINGS 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

(i)         Party to an offer or person acting in concert (except for
a principal trader in the same group as a connected adviser)

 Class of relevant security                                Purchase/sale                                Number of securities  Price per unit  
 Ordinary shares of 5p each  Purchase (under monthly purchase arrangement described in 2(b)(ii) above)         12,426             £1.144      

(ii)        Principal trader where the sole reason for the connection
is that the principal trader is in the same group as a connected adviser

 Class of relevant security  Purchases/ sales  Total number of securities  Highest price per unit paid/received  Lowest price per unit paid/received  
             N/A                    N/A                    N/A                              N/A                                  N/A                  

(b)        Cash-settled derivative transactions

 Class of relevant security  Product description  e.g. CFD  Nature of dealing  e.g. opening/closing a long/short position, increasing/reducing a long/short position  Number of reference securities  Price per unit  
             N/A                          N/A                                                                  N/A                                                                  N/A                     N/A       

(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  e.g. American, European etc.  Expiry date  Option money paid/ received per unit  
             N/A                              N/A                                      N/A                                          N/A                                N/A                            N/A                     N/A                       N/A                  

(ii)        Exercise

 Class of relevant security  Product description  e.g. call option  Exercising/ exercised against  Number of securities  Exercise price per unit  
             N/A                              N/A                                N/A                        N/A                    N/A            

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

 Class of relevant security  Nature of dealing  e.g. subscription, conversion  Details  Price per unit (if applicable)  
             N/A                                    N/A                          N/A                  N/A               

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 or person acting in concert making the disclosure and any other person:  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 or person acting in concert 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

Are any Supplemental Forms attached?

 Supplemental Form 8 (Open Positions)  NO  
 Supplemental Form 8 (SBL)             NO  

   

 Date of disclosure:  25 April 2018         
 Contact name:        Silvana Glibota-Vigo  
 Telephone number:    +44 (0) 20 7725 3353  

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 dealing disclosure requirements on +44 (0)20 7638
0129.

The Code can be viewed on the Panel’s website at
www.thetakeoverpanel.org.uk.



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