REG - Pinewood Tech Gp PLC - Form 8 (OPD) - Pinewood Technologies Group plc

Pinewood TechnologiesAnnouncement

12/02/2026 12:45

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RNS Number : 8150S  Pinewood Technologies Group PLC  12 February 2026

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:                                                     Pinewood Technologies 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  Pinewood Technologies 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:                                                         11 February 2026

      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:                                          Ordinary shares of £1.00 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:

 a) Shares held by the directors of Pinewood Technologies Group plc (held
 beneficially by them or their close relatives)

Name                 Number of Ordinary Shares of £1.00 each in the offeree company   Percentage of total issued share capital (%) (excluding shares under option)
                                            of the offeree company
 William Berman       13,921                                                           0.01%
 Oliver Mann          49,296                                                           0.04%
 Dietmar Exler        26,850                                                           0.02%
 Brian Small          26,349                                                           0.02%
 Christopher Holzshu  28,000                                                           0.02%
 Jemima Bird          15,627                                                           0.01%

 

 b) Awards granted to the directors of Pinewood Technologies Group plc
 outstanding

Name            Description of Award                                                         Date of Grant  Number of Ordinary Shares of £1.00 each subject to the outstanding awards   Price  Vesting Date (subject to satisfaction of relevant conditions, otherwise Awards
                                                                                                 will lapse)
 William Berman  Conditional share awards granted pursuant to the Deferred Share Plan (2024)  15 July 2024   400,485                                                                     Nil    15 July 2027
         Conditional share awards granted pursuant to the Deferred Share Plan (2025)  12 June 2025   56,357                                                                      Nil    12 June 2028
         Conditional share awards granted pursuant to the LTIP (2024)                 15 July 2024   1,256,067                                                                   Nil    15 July 2027
         Conditional share awards granted pursuant to the LTIP (2025)                 12 June 2025   232,194                                                                     Nil    12 June 2028
 Oliver Mann     Conditional share awards granted pursuant to the LTIP (2024)                 15 July 2024   291,262                                                                     Nil    15 July 2027
         Conditional share awards pursuant to the LTIP (2025)                         12 June 2025   98,013                                                                      Nil    12 June 2028
         Conditional share awards granted pursuant to the Deferred Share Plan (2025)  12 June 2025   19,602                                                                      Nil    12 June 2028

 

 

b) Awards granted to the directors of Pinewood Technologies Group plc
outstanding

 

 Name            Description of Award                                                         Date of Grant  Number of Ordinary Shares of £1.00 each subject to the outstanding awards   Price  Vesting Date (subject to satisfaction of relevant conditions, otherwise Awards
                                                                                                                                                                                                will lapse)
 William Berman  Conditional share awards granted pursuant to the Deferred Share Plan (2024)  15 July 2024   400,485                                                                     Nil    15 July 2027
                 Conditional share awards granted pursuant to the Deferred Share Plan (2025)  12 June 2025   56,357                                                                      Nil    12 June 2028
                 Conditional share awards granted pursuant to the LTIP (2024)                 15 July 2024   1,256,067                                                                   Nil    15 July 2027
                 Conditional share awards granted pursuant to the LTIP (2025)                 12 June 2025   232,194                                                                     Nil    12 June 2028
 Oliver Mann     Conditional share awards granted pursuant to the LTIP (2024)                 15 July 2024   291,262                                                                     Nil    15 July 2027
                 Conditional share awards pursuant to the LTIP (2025)                         12 June 2025   98,013                                                                      Nil    12 June 2028
                 Conditional share awards granted pursuant to the Deferred Share Plan (2025)  12 June 2025   19,602                                                                      Nil    12 June 2028

 

 

 

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:  12 February 2026
 Contact name:        Oliver Mann
 Telephone number:    0121 697 6600

 

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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