REG - Quanex Building Prod Tyman PLC - Form 8 (DD) - Quanex Building Products Corporation

TymanAnnouncement

03/07/2024 12:30

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RNS Number : 0141V  Quanex Building Products Corp  03 July 2024

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:                                                     George L. Wilson
 (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  Quanex Building Products Corporation ("Quanex")
 relates:

      Use a separate form for each offeror/offeree
 (d) Status of person making the disclosure:                                     Person acting in concert with the Offeror (Quanex)

      e.g. offeror, offeree, person acting in concert with the
 offeror/offeree (specify name of offeror/offeree)
 (e) Date dealing undertaken:                                                    1 July 2024
 (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 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:                     233,160.68(1)  0.704  NIL       NIL
 (2) Cash-settled derivatives:                                        NIL            NIL    NIL       NIL

 (3) Stock-settled derivatives (including options) and agreements to  NIL            NIL    NIL       NIL
 purchase/sell:
                                                                      233,160.68     0.704  NIL       NIL

      TOTAL:

 

(1) This figure includes 92,800 unvested restricted stock awards, of which
29,200 were granted on 7 December 2023, 34,100 were granted on 7 December 2022
and 29,500 were granted on 9 December 2021.  Such stock is issued (with all
rights attaching) to the holder on the date of grant on a conditional basis.
Such unvested restricted stock awards are not transferrable prior to the
vesting date, which in each case is the date which is 3 years from the date of
grant (the "Restricted Period").  Pro rata early vesting occurs upon
retirement, and full early vesting occurs on change in control, death, or
disability.  During the Restricted Period, the holder has voting rights but
does not receive dividends.  Dividends are accrued during the Restricted
Period and are paid only when the shares vest.

 

 

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:   Common stock units
 Details, including nature of the rights concerned and relevant percentages:

                                                                              (a)  Exercisable but unexercised options:

Number of common stock units  Grant Date  Exercise period  Exercise price
                                                                              17,100                        30.11.2016  30.11.2026       $19.45
                                                                              14,400                        02.12.2015  02.12.2025       $19.31
                                                                              6,300                         03.12.2014  03.12.2024       $20.28

 

                                                                              (b)  Unvested performance restricted stock unit awards:

Number of common stock units  Grant date  Vesting Date
                                                                              25,700                        07.12.2023  07.12.2026
                                                                              30,400                        07.12.2022  07.12.2025
                                                                              29,200                        09.12.2021  09.12.2024

 

(b)  Unvested performance restricted stock unit awards:

 

 Number of common stock units  Grant date  Vesting Date
 25,700                        07.12.2023  07.12.2026
 30,400                        07.12.2022  07.12.2025
 29,200                        09.12.2021  09.12.2024

 

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
 Common Stock Unit           Purchase of 6.68 Common Stock Units under Employee Stock Purchase Plan  Automatic dividend reinvestment  $27.77

 

 

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:  3 July 2024
 Contact name:        George L. Wilson
 Telephone number:    +1 713 877 5309

 

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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