REG-FirstGroup PLC: Form 8 (OPD) - Firstgroup Plc

FirstgroupAnnouncement

08/06/2022 14:30

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.                  
 (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                                                                                                                                                    6 June 2022     
 (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”                                        No              

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:                                                                                            
                                                                                       Interests      Short positions   
                                                                                     Number    %     Number       %     
 (1) Relevant securities owned and/or controlled:                                    Nil     Nil    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:                                                                              Nil     Nil    Nil       Nil       

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:    
 FirstGroup plc ordinary shares held by directors of FirstGroup plc                                                                                                                                        
 Name of director                                                                                                                                                                                          Number of FirstGroup plc ordinary shares held                                                Percentage of total issued share capital (excluding treasury shares) (%)                     
 Graham Sutherland                                                                                                                                                                                         Nil                                                                                          0.00%                                                                                        
 Julia Steyn                                                                                                                                                                                               Nil                                                                                          0.00%                                                                                        
 David Martin (1)                                                                                                                                                                                          300,000                                                                                      0.04%                                                                                        
 Ryan Mangold (2)                                                                                                                                                                                          281,419                                                                                      0.04%                                                                                        
 Peter Lynas (3)                                                                                                                                                                                           60,000                                                                                       0.01%                                                                                        
 Jane Lodge (4)                                                                                                                                                                                            15,000                                                                                       0.00%                                                                                        
 Claire Hawkings                                                                                                                                                                                           Nil                                                                                          0.00%                                                                                        
 Anthony Green (5)                                                                                                                                                                                         1,542                                                                                        0.00%                                                                                        
 Myrtle Dawes                                                                                                                                                                                              Nil                                                                                          0.00%                                                                                        
 Sally Cabrini                                                                                                                                                                                             Nil                                                                                          0.00%                                                                                        
 Warwick Brady (6)                                                                                                                                                                                         108,701                                                                                      0.01%                                                                                        
 (1) all held by a close relative.  (2) including shares beneficially owned by a close relative.  (3) held through a HSBC Direct product.  (4) held in a Standard Life SIPP.  (5) held via a Computershare Nominee.  (6) held via an Investec ISA and General Investment Account.                                                                                                                    
 Name                                                                                                                                                                                                      Grant Date                                                                                   Number of FirstGroup plc ordinary shares in respect of which options granted                 Exercise price  Exercise Period                
 LTIP                                                                                                                                                                                                      19 August 2019                                                                                                                                                                    765,175       nil       1 April 2022 – 1 April 2023    
 LTIP                                                                                                                                                                                                      24 September 2020                                                                                                                                                               1,962,274       nil       1 April 2023 – 1 April 2024    
 LTIP                                                                                                                                                                                                      2 August 2021                                                                                                                                                                     934,274       nil       1 April 2024 – 1 April 2025    
 The LTIP awards granted as conditional nil cost options are subject to performance conditions and are operated in accordance with the plan rules and in some circumstances the Remuneration Committee may amend the exercise periods shown above.                                                                                                                                                                                                  

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:  8 June 2022     
 Contact name:        David Blizzard  
 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.



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