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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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