REG - NCC Group PLC NCC Group PLC - Form 8 (OPD) - NCC Group PLC

NCCAnnouncement

29/07/2025 16:45

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RNS Number : 0570T  NCC Group PLC  29 July 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:                                                     NCC 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  NCC 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:                                                         29 July 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"

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:

                                                                      Interests      Short positions

                                                                      Number  %      Number    %
 (1) Relevant securities owned and/or controlled:                     Nil     Nil    Nil       Nil
 (2) Cash-settled derivatives:                                        Nil     Nil    Nil       Nil

 (3) Stock-settled derivatives (including options) and agreements to  Nil     Nil    Nil       Nil
 purchase/sell:
                                                                      Nil     Nil    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) Interests held by the directors of NCC Group plc, their close relatives,
 controlled companies and related trusts.

Name               Director and director's concert parties' current rights in or rights to  % of ordinary share capital
           subscribe for NCC shares
 Chris Stone        756,195                                                                  0.2401
 Mike Maddison      169,778                                                                  0.0539
 Julie Chakraverty  63,914                                                                   0.0203
 Mike Ettling       50,000                                                                   0.0159
 Lynn Fordham       50,000                                                                   0.0159
 Jennifer Duvalier  19,115                                                                   0.0061
 Guy Ellis          1,472                                                                    0.00047

 

 (b) Interests held as options or awards under the share plans of NCC Group plc
 and its subsidiaries by the directors of NCC Group plc and their close
 relatives and related trusts.

Name           Number of ordinary shares under option/award  Type of award/share plan                 Grant date        Exercise price  Vesting date      Lapse date
 Mike Maddison  1,140,954                                     Nil-cost options subject to performance  11 June 2024      Nil             1 October 2027    30 June 2034
 Mike Maddison  822,368                                       Nil-cost options subject to performance  30 October 2023   Nil             1 October 2026    29 October 2033
 Mike Maddison  436,408                                       Nil-cost options subject to performance  26 October 2022   Nil             1 October 2025    25 October 2032
 Mike Maddison  59,493                                        Deferred bonus nil‑cost options          11 December 2024  Nil             11 December 2026  10 December 2034
 Mike Maddison  117,983                                       Deferred bonus nil‑cost options          30 August 2024    Nil             30 August 2026    29 August 2034
 Mike Maddison  12,207                                        Deferred bonus nil‑cost options          4 October 2023    Nil             4 October 2025    3 October 2033
 Mike Maddison  18,699                                        Sharesave (SAYE)                         9 April 2024      £0.992          1 June 2027       30 November 2027

 Guy Ellis      563,685                                       Nil-cost options subject to performance  11 June 2024      Nil             1 October 2027    30 June 2034
 Guy Ellis      281,954                                       Nil-cost options subject to performance  30 October 2023   Nil             1 October 2026    29 October 2033
 Guy Ellis      33,066                                        Deferred bonus nil‑cost options          11 December 2024  Nil             11 December 2026  10 December 2034
 Guy Ellis      56,451                                        Deferred bonus nil‑cost options          30 August 2024    Nil             30 August 2026    29 August 2034
 Guy Ellis      9,450                                         Restricted Share Plan nil-cost options   26 October 2022   Nil             1 October 2025    31 October 2032

 Guy Ellis      9,668                                         Sharesave (SAYE)                         21 July 2025      £1.1387         1 September 2028  28 February 2029

 

(b) Interests held as options or awards under the share plans of NCC Group plc
and its subsidiaries by the directors of NCC Group plc and their close
relatives and related trusts.

 

 Name           Number of ordinary shares under option/award  Type of award/share plan                 Grant date        Exercise price  Vesting date      Lapse date
 Mike Maddison  1,140,954                                     Nil-cost options subject to performance  11 June 2024      Nil             1 October 2027    30 June 2034
 Mike Maddison  822,368                                       Nil-cost options subject to performance  30 October 2023   Nil             1 October 2026    29 October 2033
 Mike Maddison  436,408                                       Nil-cost options subject to performance  26 October 2022   Nil             1 October 2025    25 October 2032
 Mike Maddison  59,493                                        Deferred bonus nil‑cost options          11 December 2024  Nil             11 December 2026  10 December 2034
 Mike Maddison  117,983                                       Deferred bonus nil‑cost options          30 August 2024    Nil             30 August 2026    29 August 2034
 Mike Maddison  12,207                                        Deferred bonus nil‑cost options          4 October 2023    Nil             4 October 2025    3 October 2033
 Mike Maddison  18,699                                        Sharesave (SAYE)                         9 April 2024      £0.992          1 June 2027       30 November 2027

 Guy Ellis      563,685                                       Nil-cost options subject to performance  11 June 2024      Nil             1 October 2027    30 June 2034
 Guy Ellis      281,954                                       Nil-cost options subject to performance  30 October 2023   Nil             1 October 2026    29 October 2033
 Guy Ellis      33,066                                        Deferred bonus nil‑cost options          11 December 2024  Nil             11 December 2026  10 December 2034
 Guy Ellis      56,451                                        Deferred bonus nil‑cost options          30 August 2024    Nil             30 August 2026    29 August 2034
 Guy Ellis      9,450                                         Restricted Share Plan nil-cost options   26 October 2022   Nil             1 October 2025    31 October 2032

 Guy Ellis      9,668                                         Sharesave (SAYE)                         21 July 2025      £1.1387         1 September 2028  28 February 2029

 

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 July 2025
 Contact name:        Elizabeth Duncan-Lee
 Telephone number:    07500553454

 

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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