REG-FirstGroup PLC: Form 8 (OPD) - FirstGroup plc
24/04/2018 16:05
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: FirstGroup plc
(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) Is the discloser the offeror or the offeree? Offeree
(e) Date position held: The latest practicable date prior to the disclosure 23 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 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 5p each
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: None N/A None N/A
(2) Cash-settled derivatives: None N/A None N/A
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: None N/A None N/A
TOTAL: None N/A None N/A
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:
Interests of directors of FirstGroup plc in FirstGroup plc’s 5p ordinary shares
Name of director Number of 5p ordinary shares held Percentage of total issued share capital (excluding treasury shares) (truncated to 2 decimal places without rounding) (%)
Warwick Brady 108,701 0.00
Matthew Gregory 308,399 0.02
Jimmy Groombridge 4,066 (1) 0.00
Drummond Hall 30,990 0.00
Wolfhart Hauser 284,558 0.02
Martha Poulter 60,000 0.00
David Robbie 30,000 0.00
Tim O’Toole 1,253,522 0.10
Imelda Walsh 19,429 0.00
Jim Winestock 64,743 0.00
Number of ordinary shares awarded Date of grant Option and exercise price Exercise period
81,399 28 June 2016 Nil cost option 27 June 2019 to 27 June 2026
162,187 16 June 2017 Nil cost option 16 June 2020 to 15 June 2027
Number of ordinary shares awarded Date of grant Option and exercise price Exercise period
1,222,200 17 December 2015 Nil cost option 1 April 2018 to 1 April 2019
764,231 28 June 2016 Nil cost option 1 April 2019 to 1 April 2020
730,420 24 November 2017 Nil cost option 1 April 2020 to 23 November 2021
Number of ordinary shares awarded Date of grant Option and exercise price (2) Exercise period (3)
3,601 8 December 2015 £0.84960 1 February 2019 to 31 July 2019
5,436 12 December 2016 £0.86080 1 February 2020 to 31 July 2020
3,469 12 December 2017 £0.83000 1 February 2021 to 31 July 2021
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
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
Number of 5p ordinary shares held (not covered by exemptions) Percentage of total issued share capital (excluding treasury shares) (truncated to 2 decimal places) (%)
17 0.00
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: 24 April 2018
Contact name: Michael Hampson
Telephone number: 020 7291 0505
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.
Copyright (c) 2018 PR Newswire Association,LLC. All Rights ReservedRecent news on Firstgroup
See all newsREG-FirstGroup Plc: Director/PDMR Shareholding
AnnouncementREG-FirstGroup Plc: Total Voting Rights
AnnouncementREG-FirstGroup Plc: Cancellation of Treasury Shares
AnnouncementREG-FirstGroup Plc: Director/PDMR Shareholding
AnnouncementREG-FirstGroup Plc: Director/PDMR Shareholding
Announcement