REG - TT Electronics PLC - Form 8 (OPD) - TT Electronics plc

TT electronicsAnnouncement

28/11/2024 12:00

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RNS Number : 0596O  TT Electronics PLC  28 November 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:                                                     TT Electronics plc
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):
 (c) Name of offeror/offeree in relation to whose relevant securities this form  TT Electronics plc
 relates:
 (d) Is the discloser the offeror or the offeree?                                Offeree
 (e) Date position held:                                                         28 November 2024
 (f)  In addition to the company in 1(c) above, is the discloser making          No (no holdings to disclose in relation to relevant securities of Volex plc)
 disclosures in respect of any other party to the offer?

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

(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 25p each

                                                                      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:

 

(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 directors of TT Electronics plc and their
 close relatives and related trusts (excluding options and awards set out
 below)

Name           Number of ordinary shares  Percentage of total issued ordinary share capital (%)
 Mark Hoad*     873,226                    0.49
 Warren Tucker  60,075                     0.03
 Anne Thorburn  60,000                     0.03
 Michael Ord    25,000                     0.01

 

 *Includes 810,114 shares held by Tracy Hoad (spouse of Mark Hoad)

 (b)        Options and awards held by directors of TT Electronics plc
 in TT Electronics plc shares

 (i)         Peter France

Description of award       Date of award      Number of shares  Exercise Price (£)   Vesting Date     Expiry Date
 2023 LTIP*                 2 October 2023     479,930           Nil                  2 October 2026   N/A
 Bonus Buy-out Share Award  2 October 2023     226,876           Nil                  2 October 2026   N/A
 2024 DSBP**                11 March 2024      37,264            Nil                  11 March 2026    N/A
 2024 LTIP                  11 March 2024      543,478           Nil                  11 March 2027    N/A
 2024 ShareSave Scheme      30 September 2024  14,617            1.269                1 November 2027  1 May 2028

 

 (ii)        Mark Hoad

Description of award   Date of award      Number of shares  Exercise Price (£)   Vesting Date     Expiry Date
 2022 LTIP              14 March 2022      262,321           Nil                  14 March 2025    N/A
 2023 LTIP              16 March 2023      324,992           Nil                  16 March 2026    N/A
 2023 DSBP              16 March 2023      31,558            Nil                  16 March 2025    N/A
 2024 DSBP              11 March 2024      108,817           Nil                  11 March 2026    N/A
 2024 LTIP              11 March 2024      398,845           Nil                  11 March 2027    N/A
 2024 ShareSave Scheme  30 September 2024  14,617            1.269                1 November 2027  1 May 2028

 

 *The TT Electronics Long Term Incentive Plan

 **The TT Electronics Deferred Share Bonus Plan

 

*Includes 810,114 shares held by Tracy Hoad (spouse of Mark Hoad)

 

(b)        Options and awards held by directors of TT Electronics plc
in TT Electronics plc shares

 

(i)         Peter France

 

 Description of award       Date of award      Number of shares  Exercise Price (£)   Vesting Date     Expiry Date
 2023 LTIP*                 2 October 2023     479,930           Nil                  2 October 2026   N/A
 Bonus Buy-out Share Award  2 October 2023     226,876           Nil                  2 October 2026   N/A
 2024 DSBP**                11 March 2024      37,264            Nil                  11 March 2026    N/A
 2024 LTIP                  11 March 2024      543,478           Nil                  11 March 2027    N/A
 2024 ShareSave Scheme      30 September 2024  14,617            1.269                1 November 2027  1 May 2028

 

(ii)        Mark Hoad

 

 Description of award   Date of award      Number of shares  Exercise Price (£)   Vesting Date     Expiry Date
 2022 LTIP              14 March 2022      262,321           Nil                  14 March 2025    N/A
 2023 LTIP              16 March 2023      324,992           Nil                  16 March 2026    N/A
 2023 DSBP              16 March 2023      31,558            Nil                  16 March 2025    N/A
 2024 DSBP              11 March 2024      108,817           Nil                  11 March 2026    N/A
 2024 LTIP              11 March 2024      398,845           Nil                  11 March 2027    N/A
 2024 ShareSave Scheme  30 September 2024  14,617            1.269                1 November 2027  1 May 2028

 

*The TT Electronics Long Term Incentive Plan

**The TT Electronics Deferred Share Bonus Plan

 

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:  28 November 2024
 Contact name:        Ian Buckley
 Telephone number:    +44 (0)1932 827 779

 

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