REG - SEGRO PLC - PUBLIC OPENING POSITION DISCLOSURE - SEGRO PLC

SEGROAnnouncement

16/09/2024 15:00

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RNS Number : 3742E  SEGRO PLC  16 September 2024

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:                                                     SEGRO 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  SEGRO PLC
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEROR
 (e) Date position held:                                                         13 SEPTEMBER 2024

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          YES - TRITAX EUROBOX 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:

                                                                      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:   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 held by directors of SEGRO plc and their close relatives and
 related trusts

Name                        No. of ordinary shares(†)    Percentage of total issued share capital*
 Mary Elizabeth Barnard      12,380 1  (#_ftn1)           0.00%
 Susan Vivien Clayton        7,000                        0.00%
 Soumen Das                  733,294 2  (#_ftn2)          0.05%
 Carol Ann Fairweather       20,000                       0.00%
 Simon William David Fraser  31,440                       0.00%
 Andrew Harrison             564,755                      0.04%
 David John Rivers Sleath    1,191,058                    0.09%
 Dr Linda Yi-Chuang Yueh     4,716 3  (#_ftn3)            0.00%

 

 * Figures are rounded to two decimal places and are calculated on the basis of
 SEGRO plc having 1,352,370,760 ordinary shares of 10p each in issue (as set
 out in SEGRO plc's announcement dated 4 September 2024).

 (†) Unless otherwise indicated, ordinary shares are held legally and
 beneficially by the relevant director. In the case of Soumen Das and David
 John Rivers Sleath (and consistent with SEGRO plc's annual reporting), the
 number of ordinary shares stated includes all beneficial interests (including
 Share Incentive Plan shares), shares subject to deferral under the Deferred
 Share Bonus Plan ("DSBP") and shares held under the Long Term Incentive Plan
 ("LTIP") subject to the two-year post-vesting holding period, net of Income
 Tax and National Insurance, but excludes shares subject to the achievement of
 performance conditions under LTIP and options outstanding under Sharesave (in
 respect of which, see the table immediately below).

 (( 1 )) Held by a close relative of Mary Elizabeth Barnard.

 (2) 35,947 ordinary shares are held on behalf of a close relative of Soumen
 Das;

 (3) Held by a close relative of Dr Linda Yi-Chuang Yueh.

 (b)  Interests held as options or awards under the share plans of SEGRO plc
 by the directors of SEGRO plc and their close relatives and related trusts

Name                      Share plan under which option or award was granted(( 1 ))  No. of ordinary shares in SEGRO plc under option or subject to award(( 1 ))  Date of grant  Exercise price  Vesting date(s)(2)
 Soumen Das                LTIP                                                       115,698                                                                      5 May 2022     Nil             5 May 2025
              187,767                                                                                                                                 24 March 2023  Nil             24 March 2026
              Sharesave                                                  3,099                                                                        21 April 2023  580.80 pence    1 June 2026 - 30 November 2026
 David John Rivers Sleath  LTIP                                                       186,709                                                                      5 May 2022     Nil             5 May 2025
              303,010                                                                                                                                 24 March 2023  Nil             24 March 2026
              Sharesave                                                  3,099                                                                        21 April 2023  580.80 pence    1 June 2026 - 30 November 2026

 

 (( 1 )) All LTIP awards are structured as conditional awards over ordinary
 shares. Sharesave is a HMRC approved option scheme.

 (2) All LTIP awards are subject to a three-year performance period followed by
 a two-year post-vesting holding period.

 

 

* Figures are rounded to two decimal places and are calculated on the basis of
SEGRO plc having 1,352,370,760 ordinary shares of 10p each in issue (as set
out in SEGRO plc's announcement dated 4 September 2024).

(†) Unless otherwise indicated, ordinary shares are held legally and
beneficially by the relevant director. In the case of Soumen Das and David
John Rivers Sleath (and consistent with SEGRO plc's annual reporting), the
number of ordinary shares stated includes all beneficial interests (including
Share Incentive Plan shares), shares subject to deferral under the Deferred
Share Bonus Plan ("DSBP") and shares held under the Long Term Incentive Plan
("LTIP") subject to the two-year post-vesting holding period, net of Income
Tax and National Insurance, but excludes shares subject to the achievement of
performance conditions under LTIP and options outstanding under Sharesave (in
respect of which, see the table immediately below).

(( 1 )) Held by a close relative of Mary Elizabeth Barnard.

(2) 35,947 ordinary shares are held on behalf of a close relative of Soumen
Das;

(3) Held by a close relative of Dr Linda Yi-Chuang Yueh.

 

 

(b)  Interests held as options or awards under the share plans of SEGRO plc
by the directors of SEGRO plc and their close relatives and related trusts

 

 Name                      Share plan under which option or award was granted(( 1 ))  No. of ordinary shares in SEGRO plc under option or subject to award(( 1 ))  Date of grant  Exercise price  Vesting date(s)(2)
 Soumen Das                LTIP                                                       115,698                                                                      5 May 2022     Nil             5 May 2025
                           187,767                                                                                                                                 24 March 2023  Nil             24 March 2026
                           Sharesave                                                  3,099                                                                        21 April 2023  580.80 pence    1 June 2026 - 30 November 2026
 David John Rivers Sleath  LTIP                                                       186,709                                                                      5 May 2022     Nil             5 May 2025
                           303,010                                                                                                                                 24 March 2023  Nil             24 March 2026
                           Sharesave                                                  3,099                                                                        21 April 2023  580.80 pence    1 June 2026 - 30 November 2026

 

(( 1 )) All LTIP awards are structured as conditional awards over ordinary
shares. Sharesave is a HMRC approved option scheme.

 

(2) All LTIP awards are subject to a three-year performance period followed by
a two-year post-vesting holding period.

 

 

 

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:  16 September 2024
 Contact name:        Stephanie Murton
 Telephone number:    +44 207 451 9082

 

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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