REG - Volex PLC TT Electronics PLC - John & Sharon Molloy: Form 8.3 - Volex PLC

TT electronicsAnnouncement

25/11/2024 16:30

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RNS Number : 5657N  Volex PLC  25 November 2024

FORM 8.3

 

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                      John Molloy and Sharon Molloy
 (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   Volex plc
 relates:

      Use a separate form for each offeror/offeree
 (d) If an exempt fund manager connected with an offeror/offeree, state this      N/A
 and specify identity of offeror/offeree:
 (e) Date position held/dealing undertaken:                                       22 November 2024

      For an opening position disclosure, state 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 YES, specify which:
      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
(if any)

 

 Class of relevant security:                                          Ordinary shares of 25 pence each

                                                                      Interests             Short positions

                                                                      Number     %          Number     %
 (1) Relevant securities owned and/or controlled:                     2,310,206  1.27       -          -
 (2) Cash-settled derivatives:                                        -          -          -          -

 (3) Stock-settled derivatives (including options) and agreements to  -          -          -          -
 purchase/sell:
                                                                      2,310,206  1.27       -          -

      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).

 

(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 of 25 pence each
 Details, including nature of the rights concerned and relevant percentages:  John Molloy holds rights over 2,510,120 ordinary shares of 25 pence each as
                                                                              follows:

Vested but unexercised  Subject to performance conditions  Grant date         Exercise period                  Exercise price
                                                                              1,360,000               -                                  10 September 2019  September 2022 - September 2029  Nil
                                                                              217,620                 -                                  11 December 2020   December 2023 - December 2030
                                                                              -           132,500                            7 December 2021    December 2024 - December 2031
                                                                              -           400,000                            21 December 2022   December 2027 - December 2032
                                                                                          400,000                            21 December 2022   December 2028 - December 2032

 

                                                                              The performance conditions applicable to those awards noted as being subject
                                                                              to performance conditions above are as follows:

                                                                              1.   In respect of the LTIP awards with a grant date of 7 December 2021: (i)
                                                                              John Molloy's continuing employment with Volex plc, and (ii) the satisfaction
                                                                              of TSR performance conditions and achievement of cumulative operating profit
                                                                              targets measured over FY22, FY23 and FY24.  If certain stretching conditions
                                                                              are met an absolute TSR performance multiplier will also apply.

                                                                              2.   In respect of the LTIP awards with a grant date of 21 December 2022:
                                                                              (i) John Molloy's continuing employment with Volex plc, and (ii) the
                                                                              satisfaction of annual underlying profit performance conditions based on Volex
                                                                              plc's five-year plan, measured in FY25, FY26 and FY27 respectively.

 

The performance conditions applicable to those awards noted as being subject
to performance conditions above are as follows:

 

1.   In respect of the LTIP awards with a grant date of 7 December 2021: (i)
John Molloy's continuing employment with Volex plc, and (ii) the satisfaction
of TSR performance conditions and achievement of cumulative operating profit
targets measured over FY22, FY23 and FY24.  If certain stretching conditions
are met an absolute TSR performance multiplier will also apply.

2.   In respect of the LTIP awards with a grant date of 21 December 2022:
(i) John Molloy's continuing employment with Volex plc, and (ii) the
satisfaction of annual underlying profit performance conditions based on Volex
plc's five-year plan, measured in FY25, FY26 and FY27 respectively.

 

 

 

3.         DEALINGS (IF ANY) 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

 

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

 -                           -              -                     -

 

(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
 -                           -                    -                                                                              -                               -

 

(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.
 -                           -                                     -                                           -                                             -                        -                              -            -

 

(ii)        Exercise

 

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

                             e.g. call option
 -                           -                    -                              -                     -

 

(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
 -                           -                               -        -

 

 

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 person
 making the disclosure and any party to the offer or any person acting in
 concert with a party to the offer:

 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 person 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

 

 Is a Supplemental Form 8 (Open Positions) attached?  NO

 

 

 Date of disclosure:  25 November 2024
 Contact name:        John Molloy
 Telephone number*    -

 

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.

 

*If the discloser is a natural person, a telephone number does not need to be
included, provided contact information has been provided to the Panel's Market
Surveillance Unit.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

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