REG - Volex PLC TT Electronics PLC - Volex: Form 8 (OPD) - Volex

TT electronicsAnnouncement

25/11/2024 16:15

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RNS Number : 5650N  Volex PLC  25 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:                                                     Volex 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  Volex Plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEROR
 (e) Date position held:                                                         22 November 2024

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

                                                                                 TT Electronics plc

 

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:                                          Ordinary shares of 25 pence each

                                                                      Interests             Short positions

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

 (3) Stock-settled derivatives (including options) and agreements to  -          -          -          -
 purchase/sell:
                                                                      -          -          -          -

      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)  The following directors of Volex Plc (including their close relatives
 and family trusts) have interests in the following securities in Volex:

Volex Director        Number of ordinary shares  Percentage of total Volex share capital
 Lord Rothschild(1)    46,647,239                 25.68%
 Amelia Murillo        55,776                     0.03%
 Jon Boaden            34,061                     0.01%
 Jeffrey Jackson       12,500                     0.00%
 Sir Peter Westmacott  7,734                      0.00%

Notes:

 1.     Lord Rothschild's shareholding is held directly and through NR
 Holdings Limited, of which Lord Rothschild is a beneficiary.

 (b)  The following directors have interests in securities in Volex pursuant
 to the Volex Long Term Incentive Plan ("LTIP"):

Volex Director   Vested but unexercised  Subject to performance conditions  Grant date        Exercise period                Exercise price
 Lord Rothschild  -                       142,500                            7 December 2021   December 2024 - December 2031  Nil
          475,000                                                    21 December 2022  December 2027 - December 2032
          475,000                                                    21 December 2022  December 2028 - December 2032
 Jon Boaden       150,000                 -                                  11 December 2018  December 2021 - December 2028  £0.25
          75,000                  -                                  1 December 2019   December 2022 - December 2029  Nil
          192,510                 -                                  11 December 2020  December 2023 - December 2030
          -                       82,500                             7 December 2021   December 2024 - December 2031
          -                       237,500                            21 December 2022  December 2027 - December 2032
          -                       237,500                            21 December 2022  December 2028 - December 2033

 

 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)
 Lord Rothschild's and Jon Boaden's respective 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) Lord Rothschild's and Jon Boaden's respective 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.

Notes:

1.     Lord Rothschild's shareholding is held directly and through NR
Holdings Limited, of which Lord Rothschild is a beneficiary.

 

(b)  The following directors have interests in securities in Volex pursuant
to the Volex Long Term Incentive Plan ("LTIP"):

 

 Volex Director   Vested but unexercised  Subject to performance conditions  Grant date        Exercise period                Exercise price
 Lord Rothschild  -                       142,500                            7 December 2021   December 2024 - December 2031  Nil
                  475,000                                                    21 December 2022  December 2027 - December 2032
                  475,000                                                    21 December 2022  December 2028 - December 2032
 Jon Boaden       150,000                 -                                  11 December 2018  December 2021 - December 2028  £0.25
                  75,000                  -                                  1 December 2019   December 2022 - December 2029  Nil
                  192,510                 -                                  11 December 2020  December 2023 - December 2030
                  -                       82,500                             7 December 2021   December 2024 - December 2031
                  -                       237,500                            21 December 2022  December 2027 - December 2032
                  -                       237,500                            21 December 2022  December 2028 - December 2033

 

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)
Lord Rothschild's and Jon Boaden's respective 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) Lord Rothschild's and Jon Boaden's respective 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.

 

 

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:  25 November 2024
 Contact name:        Christian Bedford
 Telephone number:    +44 (0) 12 5644 2570

 

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.

 

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