REG - OnTheMarket plc - Form 8 (OPD) - OnTheMarket plc
02/11/2023 09:15
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RNS Number : 1873S OnTheMarket plc 02 November 2023
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: OnTheMarket 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 OnTheMarket plc
relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held: 1 November 2023
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: 0.2p ordinary
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: Nil 0 Nil 0
(2) Cash-settled derivatives: Nil 0 Nil 0
(3) Stock-settled derivatives (including options) and agreements to Nil 0 Nil 0
purchase/sell:
Nil 0 Nil 0
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. The Directors of OnTheMarket plc (the "Company") have the following
interest ordinary shares of 0.2p in the Company:
Name No. of ordinary shares of 0.2p each held Percentage of issued share capital
Christopher Bell 44,588 0.05
Jason Tebb 18,180 0.02
Helen Whiteley 90,909 0.11
Rupert Sebag-Montefiore 31,948 0.03
b. The Directors of OnTheMarket plc have the following rights to
subscribe in ordinary shares of 0.2p in the Company:
OnTheMarket Director OnTheMarket Share Plan
Number of ordinary shares under award
Nature of interest
Exercise price
Exercise Period
Jason Tebb OnTheMarket Option Plan 2017 379,249 Unvested 14 December 2025 to 13 December 2030 Nil
Jason Tebb OnTheMarket Option Plan 2017 418,965 Unvested 24 August 2026 to 23 August 2031 Nil
Jason Tebb OnTheMarket Option Plan 2017 575,172 Unvested 1 December 2027 to 30 November 2032 Nil
Jason Tebb OnTheMarket Option Plan 2017 812,315 Unvested 20 July 2028 to 19 July 2033 Nil
Jason Tebb OnTheMarket Option Plan 2017 551,543 Unvested 20 July 2028 to 19 July 2033 Nil
Jason Tebb OnTheMarket PLC Deferred Bonus Plan 2019 75,526 Unvested 21 June 2024 to 19 June 2032 Nil
Jason Tebb OnTheMarket PLC Deferred Bonus Plan 2019 75,526 Unvested 21 June 2025 to 19 June 2032 Nil
Jason Tebb OnTheMarket PLC Deferred Bonus Plan 2019 51,558 Unvested 21 July 2025 to 19 July 2033 Nil
Jason Tebb OnTheMarket PLC Deferred Bonus Plan 2019 51,558 Unvested 21 July 2026 to 19 July 2033 Nil
Helen Whiteley OnTheMarket Management Incentive Plan 1,733,184 Vested Until 14 September 2027 Nil
Helen Whiteley OnTheMarket Option Plan 2017 206,896 Unvested 24 August 2026 to 23 August 2031 Nil
Helen Whiteley OnTheMarket Option Plan 2017 282,758 Unvested 1 December 2027 to 30 November 2032 Nil
Helen Whiteley OnTheMarket Option Plan 2017 398,739 Unvested 20 July 2028 to 19 July 2033 Nil
Helen Whiteley OnTheMarket PLC Deferred Bonus Plan 2019 53,722 Unvested 21 June 2024 to 19 June 2032 Nil
Helen Whiteley OnTheMarket PLC Deferred Bonus Plan 2019 53,723 Unvested 21 June 2025 to 19 June 2032 Nil
Helen Whiteley OnTheMarket PLC Deferred Bonus Plan 2019 38,020 Unvested 21 July 2025 to 19 July 2033 Nil
Helen Whiteley OnTheMarket PLC Deferred Bonus Plan 2019 38,019 Unvested 21 July 2026 to 19 July 2033 Nil
Helen Whiteley OnTheMarket Savings Related Share Option Scheme 26,011 Unvested 1 August 2025 to 31 January 2026 £0.692 per share
Thomas Carter OnTheMarket Option Plan 2017 645,883 Unvested 20 July 2028 to 19 July 2033 Nil
c. Zeus Capital Limited ("Zeus"), acting in concert with OnTheMarket
plc, holds the following interests in or rights to subscribe to ordinary
shares of 0.2p in the Company.
No. of ordinary shares of 0.2p each held Percentage of issued share capital
1,077,810 1.34
Rights to purchase to-be-issued shares at a price of 165p per ordinary share
of 0.2p each
1,513,332 (being 1.85% of NSI)
b. The Directors of OnTheMarket plc have the following rights to
subscribe in ordinary shares of 0.2p in the Company:
OnTheMarket Director OnTheMarket Share Plan
Number of ordinary shares under award
Nature of interest
Exercise price
Exercise Period
Jason Tebb OnTheMarket Option Plan 2017 379,249 Unvested 14 December 2025 to 13 December 2030 Nil
Jason Tebb OnTheMarket Option Plan 2017 418,965 Unvested 24 August 2026 to 23 August 2031 Nil
Jason Tebb OnTheMarket Option Plan 2017 575,172 Unvested 1 December 2027 to 30 November 2032 Nil
Jason Tebb OnTheMarket Option Plan 2017 812,315 Unvested 20 July 2028 to 19 July 2033 Nil
Jason Tebb OnTheMarket Option Plan 2017 551,543 Unvested 20 July 2028 to 19 July 2033 Nil
Jason Tebb OnTheMarket PLC Deferred Bonus Plan 2019 75,526 Unvested 21 June 2024 to 19 June 2032 Nil
Jason Tebb OnTheMarket PLC Deferred Bonus Plan 2019 75,526 Unvested 21 June 2025 to 19 June 2032 Nil
Jason Tebb OnTheMarket PLC Deferred Bonus Plan 2019 51,558 Unvested 21 July 2025 to 19 July 2033 Nil
Jason Tebb OnTheMarket PLC Deferred Bonus Plan 2019 51,558 Unvested 21 July 2026 to 19 July 2033 Nil
Helen Whiteley OnTheMarket Management Incentive Plan 1,733,184 Vested Until 14 September 2027 Nil
Helen Whiteley OnTheMarket Option Plan 2017 206,896 Unvested 24 August 2026 to 23 August 2031 Nil
Helen Whiteley OnTheMarket Option Plan 2017 282,758 Unvested 1 December 2027 to 30 November 2032 Nil
Helen Whiteley OnTheMarket Option Plan 2017 398,739 Unvested 20 July 2028 to 19 July 2033 Nil
Helen Whiteley OnTheMarket PLC Deferred Bonus Plan 2019 53,722 Unvested 21 June 2024 to 19 June 2032 Nil
Helen Whiteley OnTheMarket PLC Deferred Bonus Plan 2019 53,723 Unvested 21 June 2025 to 19 June 2032 Nil
Helen Whiteley OnTheMarket PLC Deferred Bonus Plan 2019 38,020 Unvested 21 July 2025 to 19 July 2033 Nil
Helen Whiteley OnTheMarket PLC Deferred Bonus Plan 2019 38,019 Unvested 21 July 2026 to 19 July 2033 Nil
Helen Whiteley OnTheMarket Savings Related Share Option Scheme 26,011 Unvested 1 August 2025 to 31 January 2026 £0.692 per share
Thomas Carter OnTheMarket Option Plan 2017 645,883 Unvested 20 July 2028 to 19 July 2033 Nil
c. Zeus Capital Limited ("Zeus"), acting in concert with OnTheMarket
plc, holds the following interests in or rights to subscribe to ordinary
shares of 0.2p in the Company.
No. of ordinary shares of 0.2p each held Percentage of issued share capital
1,077,810 1.34
Rights to purchase to-be-issued shares at a price of 165p per ordinary share
of 0.2p each
1,513,332 (being 1.85% of NSI)
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: 2 November 2023
Contact name: Tom Carter
Telephone number: 07471353889
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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