REG - Slingsby(H.C.)Plc - Form 8 (OPD) - H C Slingsby plc

H C SlingsbyAnnouncement

20/02/2025 07:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250220:nRST7670Xa&default-theme=true

RNS Number : 7670X  Slingsby(H.C.)Plc  20 February 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:                                                     H C Slingsby 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  H C Slingsby plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         20 February 2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          No
 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 25 pence 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:   None
 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)   Ordinary shares of 25 pence each ("Ordinary Shares") held by directors
 of H C Slingsby plc and their close relatives:

Name                                           Number of Ordinary Shares held  % of Ordinary Shares held
 Andrew Kitchingman (Non-Executive Chairman)    1,000                           0.09%
 Morgan Morris (Group Chief Executive Officer)  199,389*                        18.09%
 Total                                          200,389                         18.18%

 

 *This figure includes 41,400 Ordinary Shares that are held by Alan Richard
 Morris who is Morgan Morris' father.

 

*This figure includes 41,400 Ordinary Shares that are held by Alan Richard
Morris who is Morgan Morris' father.

 

 

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"

 On 8 December 2022, Morgan Morris, the Company's Group Chief Executive
 Officer, purchased 30,061 Ordinary Shares (the "Acquired Shares") at a price
 of 260 pence per share from the H C Slingsby Retirement Benefit Scheme (the
 "Vendor"). As part of this share purchase, Morgan Morris agreed that:

 ·      if in the period up to 8 December 2025, the Acquired Shares are
 sold at a price in excess of 350 pence then a further consideration of 50% of
 the excess over 350 pence will be payable to the Vendor; and

 ·      if in the following two-year period up to 8 December 2027, the
 Acquired Shares are sold at a price in excess of 400 pence then a further
 consideration of 50% of the excess over 400 pence will be payable to the
 Vendor.

 

(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:  20 February 2025
 Contact name:        Morgan Morris, Chief Executive
 Telephone number:    +44 (0) 1274 535 030

 

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) .

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  FEEGPUCAPUPAGMB