REG - National World PLC Reach PLC - Form 8 (OPD) - National World plc

ReachAnnouncement

17/11/2022 11:30

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RNS Number : 7953G  National World PLC  17 November 2022

 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:                                                     National World 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  National World plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEROR
 (e) Date position held:                                                         16 November 2022

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          Yes - Reach plc
 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 0.1p each in National World plc

 Ordinary Shares

                                                                      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:   Nil
 Details, including nature of the rights concerned and relevant percentages:  Nil

 

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)        Ordinary Shares of 0.1 pence each held by certain Directors
 of the Company

Shareholder          National World Ordinary Shares  Percentage of National World issued share capital
 Mr David Montgomery  19,231,631                      7.41
 Mr John Rowe         1,531,631                       0.59
 Mr Mark Hollinshead  757,907                         0.29
 Mr Daniel Cammiade   513,200                         0.19

 

 (b)        Ordinary Shares of 0.1 pence each held by parties deemed to
 be acting in concert with the Company

Shareholder                National World Ordinary Shares  Percentage of National World issued share capital
 Mediaforce (Holdings) Ltd  61,897,882                      23.85
 Mr Alasdair Locke          25,632,627                      9.88

 

 (c)        Interests of connected advisers

Shareholder                         National World Ordinary Shares  Percentage of National World issued share capital
 David Poutney and Vivienne Poutney  2,995,000                       1.15
 Lorna Tilbian                       1,850,000                       0.71
 Stuart Parkinson                    747,000                         0.28
 James Serjeant                      527,500                         0.20
 Paul Jackson                        400,000                         0.15
 Paul Richards                       350,000                         0.13
 Dowgate Group                       180,823                         0.07
 Simon Carter                        79,020                          0.03
 Mark Chadwick                       54,950                          0.02

 

 (d)        Options over Ordinary Shares of 0.1 pence each

 National World put in place a value creation plan ("VCP") on its admission to
 the Main Market in September 2019. The VCP operates over a performance period
 commencing on admission to a Standard Listing and to trading on the Main
 Market of the London Stock Exchange and ending on the date of publication of
 the Company's results for the financial year ending 31 December 2022 (the
 "Performance Period End Date"). The VCP is intended to give plan participants
 an entitlement to a percentage share in a pool of returns delivered to
 shareholders above a hurdle rate of return to be awarded as nominal cost
 options ordinarily vesting on the 21(st) dealing day following the Performance
 Period End Date ("Vesting Date") over a number of Ordinary Shares determined
 immediately prior to the Vesting Date.

 The initial base Ordinary Share price for the VCP is the placing price of 10p,
 subject to any share consolidation.

 The overall effect of the VCP is that the participants together will be able
 to earn Ordinary Shares equivalent in value to 10% of any equity value created
 above an 8% compound annual growth rate based on the measurement of absolute
 total shareholder return generated over the VCP performance period. Beyond
 that, participants may in aggregate receive 10% of any further equity value
 created subject to a cap of 10% of issued Ordinary Share capital.

 Entitlements of participants in the pool of returns are split as follows:
 David Montgomery, Executive Chairman (35%), Mark Hollinshead, Chief Commercial
 Officer (30%) and one other participant (35%).

 Full details of the VCP can be found in the remuneration report of National
 World's Annual Report and Accounts to 1 January 2022 (specifically on pages
 46,47 and 51) which are on the National World website
 (https://www.nationalworldplc.com/investors).

 

 

(b)        Ordinary Shares of 0.1 pence each held by parties deemed to
be acting in concert with the Company

 

 Shareholder                National World Ordinary Shares  Percentage of National World issued share capital
 Mediaforce (Holdings) Ltd  61,897,882                      23.85
 Mr Alasdair Locke          25,632,627                      9.88

 

 

(c)        Interests of connected advisers

 

 Shareholder                         National World Ordinary Shares  Percentage of National World issued share capital
 David Poutney and Vivienne Poutney  2,995,000                       1.15
 Lorna Tilbian                       1,850,000                       0.71
 Stuart Parkinson                    747,000                         0.28
 James Serjeant                      527,500                         0.20
 Paul Jackson                        400,000                         0.15
 Paul Richards                       350,000                         0.13
 Dowgate Group                       180,823                         0.07
 Simon Carter                        79,020                          0.03
 Mark Chadwick                       54,950                          0.02

 

(d)        Options over Ordinary Shares of 0.1 pence each

 

National World put in place a value creation plan ("VCP") on its admission to
the Main Market in September 2019. The VCP operates over a performance period
commencing on admission to a Standard Listing and to trading on the Main
Market of the London Stock Exchange and ending on the date of publication of
the Company's results for the financial year ending 31 December 2022 (the
"Performance Period End Date"). The VCP is intended to give plan participants
an entitlement to a percentage share in a pool of returns delivered to
shareholders above a hurdle rate of return to be awarded as nominal cost
options ordinarily vesting on the 21(st) dealing day following the Performance
Period End Date ("Vesting Date") over a number of Ordinary Shares determined
immediately prior to the Vesting Date.

 

The initial base Ordinary Share price for the VCP is the placing price of 10p,
subject to any share consolidation.

 

The overall effect of the VCP is that the participants together will be able
to earn Ordinary Shares equivalent in value to 10% of any equity value created
above an 8% compound annual growth rate based on the measurement of absolute
total shareholder return generated over the VCP performance period. Beyond
that, participants may in aggregate receive 10% of any further equity value
created subject to a cap of 10% of issued Ordinary Share capital.

 

Entitlements of participants in the pool of returns are split as follows:
David Montgomery, Executive Chairman (35%), Mark Hollinshead, Chief Commercial
Officer (30%) and one other participant (35%).

 

Full details of the VCP can be found in the remuneration report of National
World's Annual Report and Accounts to 1 January 2022 (specifically on pages
46,47 and 51) which are on the National World website
(https://www.nationalworldplc.com/investors).

 

 

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 November 2022
 Contact name:        Douglas Easton
 Telephone number:    +44 (0) 7393 754 616

 

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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