REG - Spectris PLC - Form 8 (DD) - Spectris plc

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RNS Number : 0715Q  Spectris PLC  08 July 2025

FORM 8 (DD)

 

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT
(INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     DEREK HARDING
 (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  SPECTRIS PLC
 relates:

      Use a separate form for each offeror/offeree
 (d) Status of person making the disclosure:                                     PERSON ACTING IN CONCERT WITH THE OFFEREE (SPECTRIS PLC)

      e.g. offeror, offeree, person acting in concert with the
 offeror/offeree (specify name of offeror/offeree)
 (e) Date dealing undertaken:                                                    7 JULY 2025
 (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 PERSON 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 following the dealing

 

 Class of relevant security:

                                                                      Interests       Short positions

                                                                      Number   %      Number    %
 (1) Relevant securities owned and/or controlled:                     57,671*  0.06   NIL       -
 (2) Cash-settled derivatives:                                        NIL      -      NIL       -

 (3) Stock-settled derivatives (including options) and agreements to  NIL      -      NIL       -
 purchase/sell:
                                                                      57,671   0.06   NIL       -

      TOTAL:

 

* Total includes shares held by a close relative of Derek Harding.

 

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 (including directors'
and other employee options)

 

 Class of relevant security in relation to which subscription right exists:   Ordinary shares
 Details, including nature of the rights concerned and relevant percentages:

LTIP (no longer subject to performance conditions)

                                                                              Number of ordinary shares  Date of grant  Exercise price per share (£)   Vesting date       Expiry date
                                                                              34,448                     17/03/2021     0.05                           Awards are vested  March 2031
                                                                              24,605                     17/03/2022     0.05*                          Awards are vested  March 2032

                                                                              Deferred Bonus Plan

                                                                              Number of ordinary shares  Date of grant  Exercise price per share (£)   Vesting date       Expiry date
                                                                              7,201                      16/03/2023     0.05                           March 2026         March 2033
                                                                              11,651                     28/03/2024     0.05                           March 2027         March 2034
                                                                              5,484                      06/03/2025     0.05                           March 2028         March 2035

                                                                              LTIP (subject to performance conditions)

                                                                              Number of ordinary shares  Date of grant  Exercise price per share (£)   Vesting date       Expiry date
                                                                              40,857                     16/03/2023     0.05                           March 2026         March 2033
                                                                              45,214                     28/03/2024     0.05*                          March 2027         March 2034
                                                                              56,581                     06/03/2025     0.05                           March 2028         March 2035

 

                                                                              * These LTIP awards are linked to a grant of market value share options
                                                                              (Linked Awards). No additional gross value can be delivered from the exercise
                                                                              of the Linked Awards.

 

* These LTIP awards are linked to a grant of market value share options
(Linked Awards). No additional gross value can be delivered from the exercise
of the Linked Awards.

 

 

3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE

 

Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.

 

The currency of all prices and other monetary amounts should be stated.

 

(a)        Purchases and sales

 

(i)         Party to an offer or person acting in concert (except for
a principal trader in the same group as a connected adviser)

 

 Class of relevant security  Purchase/sale  Number of securities  Price per unit

 N/A                         N/A            N/A                   N/A

 

(ii)        Principal trader where the sole reason for the connection
is that the principal trader is in the same group as a connected adviser

 

 Class of relevant security  Purchases/ sales  Total number of securities  Highest price per unit paid/received  Lowest price per unit paid/received

 N/A                         N/A               N/A                         N/A                                   N/A

 

(b)        Cash-settled derivative transactions

 

 Class of relevant security  Product description  Nature of dealing                                                              Number of reference securities  Price per unit

                             e.g. CFD             e.g. opening/closing a long/short position, increasing/reducing a long/short
                                                  position
 N/A                         N/A                  N/A                                                                            N/A                             N/A

 

(c)        Stock-settled derivative transactions (including options)

 

(i)         Writing, selling, purchasing or varying

 

 Class of relevant security  Product description e.g. call option  Writing, purchasing, selling, varying etc.  Number of securities to which option relates  Exercise price per unit  Type                           Expiry date  Option money paid/ received per unit

                                                                                                                                                                                      e.g. American, European etc.
 N/A                         N/A                                   N/A                                         N/A                                           N/A                      N/A                            N/A          N/A

 

(ii)        Exercise

 

 Class of relevant security  Product description  Exercising/ exercised against  Number of securities  Exercise price per unit

                             e.g. call option
 N/A                         N/A                  N/A                            N/A                   N/A

 

(d)        Other dealings (including subscribing for new securities)

 

 Class of relevant security  Nature of dealing                                 Details            Price per unit (if applicable)

                             e.g. subscription, conversion
 Ordinary shares             Acquisition of shares under Share Incentive Plan  5 ordinary shares  £39.9667

 

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 or person acting in concert making the disclosure and any other
 person:

 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 or person acting in concert making the
 disclosure 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:  8 July 2025
 Contact name:        Rebecca Dunn, Head of Corporate Affairs
 Telephone number:    +44 74 6467 7320

 

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 dealing 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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