REG - Unbound Group PLC - Form 8 (OPD) - Unbound Group plc

UnboundAnnouncement

24/05/2023 17:00

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RNS Number : 5586A  Unbound Group PLC  24 May 2023

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:                                                     Unbound Group plc
 (b) Owner or controller of interests and short positions disclosed, if
 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  Unbound Group plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         23 May 2023

      The latest practicable date prior to the disclosure
 (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 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 £0.01 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:

 

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:  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 the directors of Unbound Group plc, their close
 relatives and related trusts:

Director         Number of Ordinary Shares of £0.01 each   Percentage of issued share capital
 Ian Watson       2,975,123                                 4.57
 Gavin Manson     1,190,219                                 1.83
 Neil Johnson     612,391                                   0.94
 Alistair Miller  416,396                                   0.64
 Kate Rock        30,000                                    0.05

 

 (b)   Interests held as options or awards under the share plans of Unbound
 Group plc by the directors of Unbound Group plc and their close relatives and
 related trusts who are not exempt principal traders for the purposes of Rule 8
 of the Code:

Director    Share Plan                                       Number of Ordinary Shares (under option) of £0.01 each   Grant Date     Vesting Date   Expiry Date    Exercise Price (per share) (£)
 Ian Watson  Unbound Group plc Long Term Incentive Plan 2021  882,033*                                                 18 March 2022  18 March 2025  17 March 2032  Nil

 

 *this is the maximum number of Ordinary Shares which may be issued. The actual
 number is determined on a sliding scale basis with reference to certain
 performance conditions being achieved.

 

 

(b)   Interests held as options or awards under the share plans of Unbound
Group plc by the directors of Unbound Group plc and their close relatives and
related trusts who are not exempt principal traders for the purposes of Rule 8
of the Code:

 

 Director    Share Plan                                       Number of Ordinary Shares (under option) of £0.01 each   Grant Date     Vesting Date   Expiry Date    Exercise Price (per share) (£)
 Ian Watson  Unbound Group plc Long Term Incentive Plan 2021  882,033*                                                 18 March 2022  18 March 2025  17 March 2032  Nil

 

*this is the maximum number of Ordinary Shares which may be issued. The actual
number is determined on a sliding scale basis with reference to certain
performance conditions being achieved.

 

 

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:  24 May 2023
 Contact name:        Gavin Manson, Chief Financial Officer
 Telephone number:    020 3874 8300

 

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
(http://www.thetakeoverpanel.org.uk) .

 

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