REG - Restaurant Group PLC - Form 8 (OPD) - The Restaurant Group plc
20/10/2023 12:15
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RNS Number : 8369Q Restaurant Group PLC (The) 20 October 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: THE RESTAURANT 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 THE RESTAURANT 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: 19 OCTOBER 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:
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) Interests held by the directors of The Restaurant Group plc, their close
relatives and related trusts
Name No. of ordinary shares in The Restaurant Group plc Percentage of total issued share capital*
Ken Hanna 200,000 0.02%
Andy Hornby 1,072,573(†) 0.13%
Mark Chambers 100,000 0.01%
Graham Clemett 58,034 0.00%
Helen Keays Nil -
Zoe Morgan 51,680 0.00%
Loraine Woodhouse 49,834(‡) 0.00%
*Figures are truncated at two decimal places
(†)751,077 ordinary shares are held directly by Andy Hornby, legally and
beneficially. The remaining 321,496 ordinary shares are held by Ocorian
Limited as nominee on behalf of Andy Hornby.
(‡)49,136 ordinary shares are held directly by Loraine Woodhouse, legally
and beneficially. The remaining 698 ordinary shares are held by the close
relatives of Loraine Woodhouse.
(b) Interests held as options or awards under the share plans of The
Restaurant Group plc by the directors of The Restaurant Group plc and their
close relatives and related trusts
Name Number of ordinary shares in The Restaurant Group plc under option or subject Share plan under which option or award was granted Date of grant Exercise price (per share) (£) Vesting and exercise periods
to award
Andy Hornby 1,511,103 RSP* 12 October 2020 Nil Options vest over a three-year vesting period from grant (subject to
satisfaction of underpins and a two-year additional holding period required).
Options must be exercised within six months of the vesting date.
496,062 RSP 12 April 2021 Nil
776,049 RSP 21 April 2022 Nil
1,408,089 RSP 12 May 2023 Nil
59,960 SAYE(†) 24 October 2023 30.02p Options vest over a three-year vesting period from grant and must be exercised
within six months of the vesting date.
Mark Chambers 959,429 RSP 12 October 2020 Nil Options vest over a three-year vesting period from grant (subject to
satisfaction of underpins and a two-year additional holding period required).
Options must be exercised within six months of the vesting date.
139,763 RSP 12 April 2021 Nil
214,361 RSP 21 April 2022 Nil
379,842 RSP 12 May 2023 Nil
35,108 SAYE(†) 8 December 2020 51.27p Options vest over a three-year vesting period from grant and must be exercised
within six months of the vesting date.
*The Restaurant Group plc's Restricted Share Plan.
(†)The Restaurant Group plc's all employee Save as You Earn (SAYE) scheme.
*Figures are truncated at two decimal places
(†)751,077 ordinary shares are held directly by Andy Hornby, legally and
beneficially. The remaining 321,496 ordinary shares are held by Ocorian
Limited as nominee on behalf of Andy Hornby.
(‡)49,136 ordinary shares are held directly by Loraine Woodhouse, legally
and beneficially. The remaining 698 ordinary shares are held by the close
relatives of Loraine Woodhouse.
(b) Interests held as options or awards under the share plans of The
Restaurant Group plc by the directors of The Restaurant Group plc and their
close relatives and related trusts
Name Number of ordinary shares in The Restaurant Group plc under option or subject Share plan under which option or award was granted Date of grant Exercise price (per share) (£) Vesting and exercise periods
to award
Andy Hornby 1,511,103 RSP* 12 October 2020 Nil Options vest over a three-year vesting period from grant (subject to
satisfaction of underpins and a two-year additional holding period required).
Options must be exercised within six months of the vesting date.
496,062 RSP 12 April 2021 Nil
776,049 RSP 21 April 2022 Nil
1,408,089 RSP 12 May 2023 Nil
59,960 SAYE(†) 24 October 2023 30.02p Options vest over a three-year vesting period from grant and must be exercised
within six months of the vesting date.
Mark Chambers 959,429 RSP 12 October 2020 Nil Options vest over a three-year vesting period from grant (subject to
satisfaction of underpins and a two-year additional holding period required).
Options must be exercised within six months of the vesting date.
139,763 RSP 12 April 2021 Nil
214,361 RSP 21 April 2022 Nil
379,842 RSP 12 May 2023 Nil
35,108 SAYE(†) 8 December 2020 51.27p Options vest over a three-year vesting period from grant and must be exercised
within six months of the vesting date.
*The Restaurant Group plc's Restricted Share Plan.
(†)The Restaurant Group plc's all employee Save as You Earn (SAYE) scheme.
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: 20 OCTOBER 2023
Contact name: ANDREW EAMES
Telephone number: +44 (0) 203 117 5001
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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