REG - Jaywing PLC - Form 8

JaywingAnnouncement

07/03/2024 15:00

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RNS Number : 8966F  Jaywing PLC  07 March 2024

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:                                                     Jaywing 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  Jaywing plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         6 March 2024

      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 of £0.05

                                                                      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:  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:
 3(a) Interests held by the directors of Jaywing Plc and their close relatives
 and related trusts (excluding options and awards which are set out in 3(b)
 below):

Director       Position                Number of ordinary shares  Percentage of issued share capital(1)
 Andrew Fryatt  Chief Executive         120,993                    0.12%
 Ian Robinson   Non-Executive Director  470,267                    0.50%
 Philip Hanson  Non-Executive Director  109,462                    0.11%

(1) Based on total voting rights in the Company is 93,332,595.

 3(b) Options and awards held by certain directors of Jaywing Plc in ordinary
 shares issued under the LTIP / CSOP:

                                        Number of ordinary shares under outstanding options

                                                                                                             Expiry Date

                                                                                                                            Exercise Price (p)

 Date of Grant   Name of option holder                                                        Vesting Date
 13 April 2023,  Andrew Fryatt (CSOP)    1,200,000                                            13 April 2026  13 April 2033  5p
 13 April 2023,  Andrew Fryatt (LTIP)    576,000                                              13 April 2025  13 April 2033  5p
 13 April 2023,  Andrew Fryatt (LTIP)    576,000                                              13 April 2027  13 April 2033  5p

 

(1) Based on total voting rights in the Company is 93,332,595.

 

3(b) Options and awards held by certain directors of Jaywing Plc in ordinary
shares issued under the LTIP / CSOP:

 

                                         Number of ordinary shares under outstanding options

                                                                                                             Expiry Date

                                                                                                                            Exercise Price (p)

 Date of Grant   Name of option holder                                                        Vesting Date
 13 April 2023,  Andrew Fryatt (CSOP)    1,200,000                                            13 April 2026  13 April 2033  5p
 13 April 2023,  Andrew Fryatt (LTIP)    576,000                                              13 April 2025  13 April 2033  5p
 13 April 2023,  Andrew Fryatt (LTIP)    576,000                                              13 April 2027  13 April 2033  5p

 

 

 

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:  6 March 2024

 Contact name:        Christoper Hughes CFO
 Telephone number:    44 (0)333 370 6500

 

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