REG - Goco Group PLC Future PLC - Form 8 (OPD) FUTURE PLC

FutureAnnouncement

08/12/2020 15:00

RNS Number : 9666H
  
Goco Group PLC
  
08 December 2020
  
 

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")
 
(REPLACES OPENING POSITION DISCLOSURE DATED 3 DECEMBER 2020 TO CLARIFY THAT DESPITE BEING A DIRECTOR OF GOCO GROUP PLC (OFFEREE) ZILLAH BYNG-THORNE IS NOT ACTING IN CONCERT WITH GOCO GROUP PLC (OFFEREE) BECAUSE SHE IS A DIRECTOR OF FUTURE PLC (OFFEROR) AND THEREFORE IS ACTING IN CONCERT WITH FUTURE PLC (OFFEROR))
 
1. KEY INFORMATION
 



(a)


Full name of discloser:


GOCO GROUP 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


GOCO GROUP PLC (OFFEREE)




(d)


Is the discloser the offeror or the offeree?


OFFEREE




(e)


Date position held:
The latest practicable date prior to the disclosure


2 December 2020




(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"


YES
 
FUTURE PLC (OFFEROR)



 
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 0.02p 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 purchase/sell:


Nil


-


Nil


-




 
TOTAL:


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:


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) Interests held by directors of GoCo Group plc and their close relatives and related trusts
 



Name


Number of ordinary shares


Percentage of issued ordinary share capital




Sir Peter Wood


125,058,569 


29.65%




Matthew Crummack


108,280


0.03%




Alan Burns


23,788 


0.01%




Angela Seymour-Jackson


59,915


0.01%




Joe Hurd and Christina Mireles


28,064 


0.01%




Dr Ashley Steel


94,103


0.02%




Adrian Webb


807,745 


0.19%




Penelope Webb


232,450


0.06%




Nick Hugh


21,100


0.01%



 
 
(B) Interests held as options by directors of GoCo Group plc under its share plans
 



Name


Share plan


Number of ordinary shares (under option)
 


Vesting date


Exercise price (per share) (£)




Matthew Crummack


Performance Share Plan (Foundation Award)
 


1,028,571


28 February 2021


N/A




Performance Share Plan
 


378,021


29 March 2021, 29 March 2022


N/A




714,286
 


28 March 2023


N/A




1,344,155
 


13 March 2024


N/A




1,478,571
 


8 April 2025
 


N/A




Deferred Bonus Plan
 


23,775


11 April 2021


N/A




73,274
 


3 April 2021, 3 April 2022
 


N/A




94,017
 


8 April 2021, 8 April 2022, 8 April 2023
 


N/A




Sharesave Scheme
 


27,272


1 October 2022


£0.66



 
 



 
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 December 2020




Contact name:


Nick Edwards, General Counsel and Company Secretary




Telephone number:


01633 654060



 
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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