REG - Hammerson PLC Intu Properties PLC Klepierre S.A. - Form 8 (OPD) (Hammerson plc)
RNS Number : 4853JHammerson PLC29 March 2018FORM 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:
Hammerson 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
Offeree - Hammerson plc
(d) Is the discloser the offeror or the offeree?
OFFEREE
(e) Date position held:
The latest practicable date prior to the disclosure
28 MARCH 2018
(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
If YES, specify which:
Intu Properties plc
Klépierre S.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:
N/A
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
N/A
-
N/A
-
(2) Cash-settled derivatives:
N/A
-
N/A
-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
N/A
-
N/A
-
TOTAL:
N/A
-
N/A
-
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) Beneficial holdings of the Directors of Hammerson plc and their close relatives in its ordinary shares
Name
Number of shares
Percentage of issued share capital
David Tyler
75,000
0.0094%
Margaret Fingerhut (spouse of David Tyler)
2,370
0.0003%
David Atkins
417,851
0.0526%
Susan Louise Atkins (spouse of David Atkins)
210,748
0.0265%
Martin Wellsbury (Father of spouse of David Atkins)
1,000
0.0001%
Timon Drakesmith
210,025
0.0264%
Deborah Rheims Drakesmith (spouse of Timon Drakesmith)
220,836
0.0278%
Peter Cole
324,778
0.0409%
Jean-Philippe Mouton
334,840
0.0422%
Terry Duddy
35,000
0.0044%
Melanie Duddy (spouse of Terry Duddy)
30,000
0.0038%
Pierre Bouchut
20,279
0.0026%
Gwyn Burr
5,182
0.0007%
Andrew Formica
22,000
0.0028%
Judy Gibbons
4,115
0.0005%
b) Interests held by Directors of Hammerson plc under its share plans
David Atkins:
Name of Scheme
Number of shares in respect of which options granted
Original Grant Date
Exercise period
Exercise Price
Long Term Incentive Plan
120,145
1 April 2014
April 2018 - April 2021
Nil cost option
142,168
26 March 2015
March 2019 - March 2022
Nil cost option
219,359
24 March 2016
March 2020 - March 2023
Nil cost option
224,974
3 April 2017
April 2021 - April 2024
Nil cost option
285,587
6 March 2018
March 2023 - March 2025
Nil cost option
Deferred Bonus Share Scheme
48,950
1 March 2016
March 2018 - March 2023
Nil cost option
21,700
27 April 2016
April 2018 - April 2023
Nil cost option
37,213
1 March 2017
March 2019 - March 2024
Nil cost option
18,530
2 May 2017
May 2019 - May 2024
Nil cost option
52,900
6 March 2018
March 2020 - March
2025
Nil cost option
Sharesave
2,102
24 March 2016
May 2019 - October 2019
£4.28
765
23 March 2017
May 2020 - October 2020
£4.70
Timon Drakesmith:
Name of Scheme
Number of shares in respect of which options granted
Original Grant Date
Exercise period
Exercise Price
Long Term Incentive Plan
82,108
1 April 2014
April 2018 - April 2021
Nil cost option
97,160
26 March 2015
March 2019 - March 2022
Nil cost option
149,914
24 March 2016
March 2020 - March 2023
Nil cost option
163,976
3 April 2017
April 2021 - April 2024
Nil cost option
207,861
6 March 2018
March 2023 - March
2025
Nil cost option
Deferred Bonus Share Scheme
33,453
1 March 2016
March 2018 - March 2023
Nil cost option
14,831
27 April 2016
April 2018 - April 2023
Nil cost option
27,187
1 March 2017
March 2019 - March 2024
Nil cost option
12,656
2 May 2017
May 2019 - May 2024
Nil cost option
38,557
6 March 2018
March 2020 - March
2025
Nil cost option
Sharesave
765
23 March 2017
May 2020 - October 2020
£4.70
Peter Cole:
Name of Scheme
Number of shares in respect of which options granted
Original Grant Date
Exercise period
Exercise Price
Long Term Incentive Plan
97,770
2 April 2013
April 2017 - April 2020
Nil cost option
87,542
1 April 2014
April 2018 - April 2021
Nil cost option
103,589
26 March 2015
March 2019 - March 2022
Nil cost option
159,834
24 March 2016
March 2020 - March 2023
Nil cost option
163,976
3 April 2017
April 2021 - April 2024
Nil cost option
207,861
6 March 2018
March 2023 - 2025
Nil cost option
Deferred Bonus Share Scheme
53,224
12 March 2012
March 2014 - March 2019
Nil cost option
70,137
11 March 2013
March 2015 - March 2020
Nil cost option
35,667
1 March 2016
March 2018 - March 2023
Nil cost option
15,812
27 April 2016
April 2018 - April 2023
Nil cost option
27,119
1 March 2017
March 2019 - March 2024
Nil cost option
13,503
2 May 2017
May 2019 - May 2024
Nil cost option
36,121
6 March 2018
March 2020 - March
2025
Nil cost option
Sharesave
3,504
24 March 2016
May 2021 - October 2021
£4.28
765
23 March 2017
May 2020 - October 2020
£4.70
Jean-Philippe Mouton:
Name of Scheme
Number of shares in respect of which conditional awards granted
Original Grant Date
Award Price
Long Term Incentive Plan1
67,8582
1 April 2014
Nil
71,5782
26 March 2015
Nil
118,7342
24 March 2016
Nil
131,3582
3 April 2017
Nil
173,6873
6 March 2018
Nil
Name of Scheme
Number of shares in respect of which options granted
Original Grant Date
Exercise period
Exercise Price
Deferred Bonus Share Scheme
11,498
27 April 2016
April 2018 - April 2023
Nil cost option
21,702
1 March 2017
March 2019 - March 2024
Nil cost option
10,687
2 May 2017
May 2019 - May 2024
Nil cost option
32,166
6 March 2018
March 2020 - March 2025
Nil cost option
[1] Long Term Incentive Plan awards granted to Jean-Philippe Mouton are in the form of conditional awards of free shares.
2 In the case of awards made to Jean-Philippe Mouton under the Long Term Incentive Plan in 2014-2017, the award shares vest as soon as it has been determined that certain performance conditions have been satisfied.
3 In the case of awards made to Jean-Philippe Mouton under the Long Term Incentive Plan in 2018, to the extent the award vests, the shares will be delivered at the end of the holding period.
c) Interests of connected advisers of Hammerson plc in Hammerson plc
JPMorgan Chase Bank, N.A. (Custody):
Class of relevant security
Ordinary shares
Interests
Short Positions
Number
%
Number
%
Relevant securities owned and/or controlled
82
0.00001%
N/A
-
Deutsche Bank Aktiengesellschaft, Filiale Johannesburg:
Class of relevant security
Ordinary shares
Interests
Short Positions
Number
%
Number
%
Cash settled equity swap
416,370
0.05242%
416,370
0.05242%
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:
29 March 2018
Contact name:
Sarah Booth
Telephone number:
44 (0) 20 7887 1000
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.
The announcement above has been released on the SENS system of the Johannesburg Stock Exchange.
This information is provided by RNSThe company news service from the London Stock ExchangeENDFEEUKAVRWWAOUAR
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