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REG - MITIE Group PLC MITIE Group PLC - Form 8 (OPD) - Mitie Group plc

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RNS Number : 2161N  MITIE Group PLC  17 June 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:                                                     Mitie Treasury Management Limited
 (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  Mitie Group plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEROR
 (e) Date position held:                                                         17 June 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 2.5 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:   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:
 MITIE GROUP PLC ("Mitie") DIRECTORS
 Name of director           Number of Mitie ordinary shares held  Percentage of total issued share capital (excluding treasury shares) (%)*
 Phil Bentley               10,355,505                            0.82
 Simon Kirkpatrick          738,965**                             0.06
 Derek Mapp                 696,188                               0.06
 Chet Patel                 100,864                               0.01
 Jennifer Duvalier          95,665                                0.01
 Mary Reilly                126,511                               0.01
 Salma Shah                 27,959                                0.00
 Penny James                47,091                                0.00
 Roger Yates                160,000                               0.01
 Chris Rogers               144,000                               0.01
 MITIE TREASURY MANAGEMENT LIMITED ("MTML") DIRECTORS
 Name of director           Number of Mitie ordinary shares held  Percentage of total issued share capital (excluding treasury shares) (%)*
 Katherine Heseltine-Brown  1,601                                 0.00
 Katherine Woods            636,803                               0.05
 Matthew Peacock***         212,369                               0.01
 Peter Dickinson            2,415,648                             0.19

 

 *Subject to rounding

 **29,521 Mitie shares are held by Helen Kirkpatrick.

 ***166,392 Mitie shares are held by Matthew Peacock's spouse.

 Interests held as options or awards by directors of Mitie in Mitie ordinary
 shares

 Phil Bentley

Share Plan                Number of relevant securities  Grant Date         Vesting Date       Exercise Price
 Long term incentive plan  5,162,523                      30 July 2024       30 July 2029       N/A
              2,224,969                      29 June 2023       29 June 2028       N/A
              3,266,787                      17 June 2022       17 June 2027       N/A
              2,683,264                      24 September 2021  24 September 2026  N/A
              4,750,732                      11 August 2020     11 August 2025     N/A
 Deferred bonus plan       551,363                        14 June 2024       14 June 2026       N/A
 Enhanced delivery plan    8,806,611                      27 July 2021       27 July 2026       N/A

 

 Simon Kirkpatrick

Share Plan                Number of relevant securities  Grant Date         Vesting Date       Exercise Price
 Long term incentive plan  689,292                        30 July 2024       30 July 2029       N/A
              865,265                        29 June 2023       29 June 2028       N/A
              1,029,038                      17 June 2022       17 June 2027       N/A
              782,618                        24 September 2021  24 September 2026  N/A
 Deferred bonus plan       211,025                        14 June 2024       14 June 2026       N/A
 Enhanced delivery plan    1,391,322                      27 July 2021       27 July 2026       N/A

 

 Interests held as options or awards by directors of MTML in Mitie ordinary
 shares

 Katherine Heseltine-Brown

Share Plan                Number of relevant securities  Grant Date       Vesting Date     Exercise Price
 Conditional share plan    43,021                         7 February 2025  14 June 2027     N/A
 Long term incentive plan  86,042                         14 June 2024     14 June 2027     N/A
 Save as you earn plan     4,732                          1 February 2024  1 February 2027  N/A
 Retention share plan      59,332                         3 July 2023      3 July 2026      N/A

 

 Katherine Woods

Share Plan                Number of relevant securities  Grant Date       Vesting Date  Exercise Price
 Conditional share plan    51,453                         7 February 2025  14 June 2027  N/A
 Long term incentive plan  102,906                        14 June 2024     14 June 2027  N/A
 Retention share plan      77,132                         3 July 2023      3 July 2026   N/A
              75,499                         17 June 2022     17 June 2025  N/A

 

 Matthew Peacock

Share Plan                Number of relevant securities  Grant Date       Vesting Date     Exercise Price
 Conditional share plan    49,474                         7 February 2025  14 June 2027     N/A
 Long term incentive plan  98,948                         14 June 2024     14 June 2027     N/A
 Save as you earn plan     23,660                         1 February 2024  1 February 2027  N/A
 Retention share plan      74,165                         3 July 2023      3 July 2026      N/A
              72,595                         17 June 2022     17 June 2025     N/A

 

 Peter Dickinson

Share Plan                Number of relevant securities  Grant Date    Vesting Date  Exercise Price
 Long term incentive plan  681,116                        14 June 2024  14 June 2027  N/A
              880,716                        29 June 2023  29 June 2026  N/A
              1,293,103                      17 June 2022  17 June 2025  N/A
 Enhanced Delivery Plan    2,854,985                      27 July 2021  27 July 2026  N/A

 

*Subject to rounding

**29,521 Mitie shares are held by Helen Kirkpatrick.

***166,392 Mitie shares are held by Matthew Peacock's spouse.

Interests held as options or awards by directors of Mitie in Mitie ordinary
shares

 

Phil Bentley

 

 Share Plan                Number of relevant securities  Grant Date         Vesting Date       Exercise Price
 Long term incentive plan  5,162,523                      30 July 2024       30 July 2029       N/A
                           2,224,969                      29 June 2023       29 June 2028       N/A
                           3,266,787                      17 June 2022       17 June 2027       N/A
                           2,683,264                      24 September 2021  24 September 2026  N/A
                           4,750,732                      11 August 2020     11 August 2025     N/A
 Deferred bonus plan       551,363                        14 June 2024       14 June 2026       N/A
 Enhanced delivery plan    8,806,611                      27 July 2021       27 July 2026       N/A

 

 

Simon Kirkpatrick

 

 Share Plan                Number of relevant securities  Grant Date         Vesting Date       Exercise Price
 Long term incentive plan  689,292                        30 July 2024       30 July 2029       N/A
                           865,265                        29 June 2023       29 June 2028       N/A
                           1,029,038                      17 June 2022       17 June 2027       N/A
                           782,618                        24 September 2021  24 September 2026  N/A
 Deferred bonus plan       211,025                        14 June 2024       14 June 2026       N/A
 Enhanced delivery plan    1,391,322                      27 July 2021       27 July 2026       N/A

 

Interests held as options or awards by directors of MTML in Mitie ordinary
shares

 

Katherine Heseltine-Brown

 

 Share Plan                Number of relevant securities  Grant Date       Vesting Date     Exercise Price
 Conditional share plan    43,021                         7 February 2025  14 June 2027     N/A
 Long term incentive plan  86,042                         14 June 2024     14 June 2027     N/A
 Save as you earn plan     4,732                          1 February 2024  1 February 2027  N/A
 Retention share plan      59,332                         3 July 2023      3 July 2026      N/A

 

 

Katherine Woods

 

 Share Plan                Number of relevant securities  Grant Date       Vesting Date  Exercise Price
 Conditional share plan    51,453                         7 February 2025  14 June 2027  N/A
 Long term incentive plan  102,906                        14 June 2024     14 June 2027  N/A
 Retention share plan      77,132                         3 July 2023      3 July 2026   N/A
                           75,499                         17 June 2022     17 June 2025  N/A

 

 

Matthew Peacock

 

 Share Plan                Number of relevant securities  Grant Date       Vesting Date     Exercise Price
 Conditional share plan    49,474                         7 February 2025  14 June 2027     N/A
 Long term incentive plan  98,948                         14 June 2024     14 June 2027     N/A
 Save as you earn plan     23,660                         1 February 2024  1 February 2027  N/A
 Retention share plan      74,165                         3 July 2023      3 July 2026      N/A
                           72,595                         17 June 2022     17 June 2025     N/A

 

 

Peter Dickinson

 

 Share Plan                Number of relevant securities  Grant Date    Vesting Date  Exercise Price
 Long term incentive plan  681,116                        14 June 2024  14 June 2027  N/A
                           880,716                        29 June 2023  29 June 2026  N/A
                           1,293,103                      17 June 2022  17 June 2025  N/A
 Enhanced Delivery Plan    2,854,985                      27 July 2021  27 July 2026  N/A

 

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:  17 June 2025
 Contact name:        Peter Dickinson
 Telephone number:    +44 (0) 7768 215 013

 

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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