REG - Reach PLC - Form 8 (OPD) Reach plc
15/11/2022 11:00
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RNS Number : 4530G Reach PLC 15 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: Reach 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 Reach plc
relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held: 14 November 2022
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:
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: None
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 of directors of Reach plc in Reach plc's ordinary shares
Name Number of ordinary shares Percentage of issued ordinary share capital (excluding ordinary shares held in
treasury)
Anne Bulford 1 11,953 0.004%
Simon Fuller 2 47,185 0.015%
Priya Guha Nil 0%
Steve Hatch 3 10,207 0.003%
David Kelly 4 10,427 0.003%
Jim Mullen 184,803 0.058%
Barry Panayi 5 3,979 0.001%
Nick Prettejohn 6 131,640 0.042%
Wais Shaifta Nil 0%
Olivia Streatfeild 7 55,255 0.017%
Helen Stevenson 8 36,496 0.012%
(b) Interests held as options or awards under long-term incentive plans
("LTIP") or share plans of Reach plc by directors of Reach plc
Share plan Number of ordinary shares (under option or award) Vesting date Exercise period Exercise price (per share) (£)
Jim Mullen
2012 LTIP 1,013,951 4 December 2022 04 December 2022 to 04 March 2025 Nil
2012 LTIP 782,346 27 March 2023 27 March 2023 to Nil
27 June 2025
2021 LTIP 364,430 11 May 2024 11 May 2024 to 11 November 2024 Nil
2021 LTIP 399,974 11 April 2025 11 April 2025 to Nil
11 October 2025
Restricted Share Plan 34,932 23 March 2023 N/A N/A
Restricted Share Plan 85,514 11 April 2025 N/A N/A
Sharesave Plan 3,658 01 September 2024 01 September 2024 to 01 March 2025 £2.46
Simon Fuller
2012 LTIP 871,664 11 March 2022 11 March 2022 to 11 June 2025 Nil
2012 LTIP 488,299 27 March 2023 27 March 2023 to Nil
27 June 2025.
2021 LTIP 243,706 11 May 2024 11 May 2024 to Nil
11 November 2024
2021 LTIP 267,474 11 April 2025 11 April 2025 to Nil
11 October 2025
Restricted Share Plan 15,597 23 March 2023 N/A N/A
Restricted Share Plan 36,061 11 April 2025 N/A N/A
Sharesave Plan 3,658 01 September 2024 01 September 2024 to 01 March 2025 £2.46
The nil-cost options granted under the 2012 LTIP and 2021 LTIP are subject to
performance conditions and are operated in accordance with the plan rules.
Jim Mullen's nil-cost option under the 2012 LTIP that is due to vest on 4
December 2022 will automatically vest at 100% (based on the satisfaction of
performance conditions as assessed by the Remuneration Committee in February
2022).
Simon Fuller's nil-cost option under the 2012 LTIP which vested on 11 March
2022 vested at 100% (based on the satisfaction of performance conditions as
assessed by the Remuneration Committee in February 2022).
(b) Interests held as options or awards under long-term incentive plans
("LTIP") or share plans of Reach plc by directors of Reach plc
Share plan Number of ordinary shares (under option or award) Vesting date Exercise period Exercise price (per share) (£)
Jim Mullen
2012 LTIP 1,013,951 4 December 2022 04 December 2022 to 04 March 2025 Nil
2012 LTIP 782,346 27 March 2023 27 March 2023 to Nil
27 June 2025
2021 LTIP 364,430 11 May 2024 11 May 2024 to 11 November 2024 Nil
2021 LTIP 399,974 11 April 2025 11 April 2025 to Nil
11 October 2025
Restricted Share Plan 34,932 23 March 2023 N/A N/A
Restricted Share Plan 85,514 11 April 2025 N/A N/A
Sharesave Plan 3,658 01 September 2024 01 September 2024 to 01 March 2025 £2.46
Simon Fuller
2012 LTIP 871,664 11 March 2022 11 March 2022 to 11 June 2025 Nil
2012 LTIP 488,299 27 March 2023 27 March 2023 to Nil
27 June 2025.
2021 LTIP 243,706 11 May 2024 11 May 2024 to Nil
11 November 2024
2021 LTIP 267,474 11 April 2025 11 April 2025 to Nil
11 October 2025
Restricted Share Plan 15,597 23 March 2023 N/A N/A
Restricted Share Plan 36,061 11 April 2025 N/A N/A
Sharesave Plan 3,658 01 September 2024 01 September 2024 to 01 March 2025 £2.46
The nil-cost options granted under the 2012 LTIP and 2021 LTIP are subject to
performance conditions and are operated in accordance with the plan rules.
Jim Mullen's nil-cost option under the 2012 LTIP that is due to vest on 4
December 2022 will automatically vest at 100% (based on the satisfaction of
performance conditions as assessed by the Remuneration Committee in February
2022).
Simon Fuller's nil-cost option under the 2012 LTIP which vested on 11 March
2022 vested at 100% (based on the satisfaction of performance conditions as
assessed by the Remuneration Committee in February 2022).
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: 15 November 2022
Contact name: Lorraine Clover, Group Company Secretary
Telephone number: + 44 (0)207 293 3009
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.
1 Held via James Hay SIPP.
2 Held in Global Nominee Account with Equiniti
3 Held via Nucleus Financial (Winterflood Client Nominees Limited)
4 Held via Hargreaves Lansdown nominee account
5 Held via Hargreaves Lansdown nominee account
6 Held via Cazenove
7 Held via HSBC Direct nominee account
8 Held via AJ Bell nominee account
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