REG - H&T Group PLC - Form 8 (OPD) - H&T Group plc

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RNS Number : 8517J  H&T Group PLC  22 May 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&T Group 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&T Group plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         22 May 2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 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 5p

                                                                      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)   Holdings of ordinary shares by the directors of H&T Group plc (the
 "Company") and their close relatives:

Name                   Number of H&T ordinary shares held      % of total issued share capital
 Christopher Gillespie  229,225                                 0.52
 Simon Walker           30,000                                  0.07
 Diane Giddy            55,534                                  0.13
 Toni Wood*             2,503                                   0.01

 

 * Toni Wood is deemed to be beneficially interested in 2,503 H&T ordinary
 shares held by her spouse, Duncan Vance

 b)   The directors of the Company have the following rights to subscribe for
 the following relevant H&T Group plc securities:

Name                   Date of grant  Type of grant  Vesting Date  Expiry Date  Exercise price (p)  No. of options outstanding
 Christopher Gillespie  15/05/2023     LTIP**         15/05/2026    15/05/2033   Nil                 93,816
 Christopher Gillespie  15/05/2024     LTIP**         15/05/2027    15/05/2034   Nil                 111,335
 Christopher Gillespie  28/04/2025     LTIP**         28/04/2028    28/04/2035   Nil                 118,177
 Diane Giddy            15/05/2023     LTIP**         15/05/2026    15/05/2033   Nil                 68,092
 Diane Giddy            15/05/2024     LTIP**         15/05/2027    15/05/2034   Nil                 80,808
 Diane Giddy            28/04/2025     LTIP**         28/04/2028    28/04/2035   Nil                 85,773

 

 ** Options relate to H&T Group plc's Long Term Incentive Plan (LTIP)
 awarded by the remuneration committee. The LTIP awards are subject to
 performance criteria as disclosed within the Company's Annual Report for the
 relevant year of the awards

 

* Toni Wood is deemed to be beneficially interested in 2,503 H&T ordinary
shares held by her spouse, Duncan Vance

 

b)   The directors of the Company have the following rights to subscribe for
the following relevant H&T Group plc securities:

 

 Name                   Date of grant  Type of grant  Vesting Date  Expiry Date  Exercise price (p)  No. of options outstanding
 Christopher Gillespie  15/05/2023     LTIP**         15/05/2026    15/05/2033   Nil                 93,816
 Christopher Gillespie  15/05/2024     LTIP**         15/05/2027    15/05/2034   Nil                 111,335
 Christopher Gillespie  28/04/2025     LTIP**         28/04/2028    28/04/2035   Nil                 118,177
 Diane Giddy            15/05/2023     LTIP**         15/05/2026    15/05/2033   Nil                 68,092
 Diane Giddy            15/05/2024     LTIP**         15/05/2027    15/05/2034   Nil                 80,808
 Diane Giddy            28/04/2025     LTIP**         28/04/2028    28/04/2035   Nil                 85,773

 

** Options relate to H&T Group plc's Long Term Incentive Plan (LTIP)
awarded by the remuneration committee. The LTIP awards are subject to
performance criteria as disclosed within the Company's Annual Report for the
relevant year of the awards

 

 

 

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:  22 May 2025
 Contact name:        Fiona Woolfe
 Telephone number:    07884 614563

 

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) .

 

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