REG - Vp PLC - Form 8 (OPD) - Vp plc
11/05/2022 17:15
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RNS Number : 1716L Vp PLC 11 May 2022
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: Vp 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 Vp plc
relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held: 11 May 2022
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 5p 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: Nil
Details, including nature of the rights concerned and relevant percentages: Nil
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:
Vp plc directors
The following directors of Vp plc have the interests in Vp plc ordinary shares
set out below:
Name Position Number of ordinary shares in the capital of Vp plc Percentage of issued share capital (excluding options)
Jeremy Pilkington* Chairman 20,210,631 50.33%
Neil Stothard Chief Executive 858,993 2.13%
Allison Bainbridge Group Finance Director 141,078 0.35%
Steve Rogers Non-Executive Director - -
Phil White Non-Executive Director - -
* Jeremy Pilkington is a director of Ackers P Investment Company Limited and
is interested in shares owned by Ackers P Investment Company Limited. This
company is ultimately controlled by a number of trusts of which, for the
purposes of sections 252 to 255 of the Companies Act 2006, Jeremy Pilkington
is deemed to be a connected person. As at 11 May 2022 Ackers P Investment
Company Limited owned 20,181,411 ordinary shares representing 50.26% of the
issued share capital of Vp plc. Seperately to Ackers P Investment Company
Limited, Jeremy Pilkington has an interest in 29,220 ordinary shares
representing 0.07% of the issued share capital of Vp plc.
(b) The following directors of Vp plc have the interests in outstanding awards
and options over Vp plc ordinary shares set out below:
Long Term Incentive Plan
Name Position Maximum number of ordinary shares awarded Date of Grant Share price at grant (£) Exercise price per ordinary share (£) Vesting date Lapse date
Jeremy Pilkington* Chairman 68,200^ 9 July 2014 6.80 nil 8 July 2017 8 July 2024
Jeremy Pilkington* Chairman 61,100^ 9 July 2015 7.70 nil 8 July 2018 8 July 2025
Jeremy Pilkington* Chairman 71,700^ 11 July 2016 6.57 nil 10 July 2019 10 July 2026
Jeremy Pilkington* Chairman 38,411^ 12 July 2017 8.70 nil 11 July 2020 11 July 2027
Jeremy Pilkington* Chairman 54,800^ 4 July 2019 8.60 nil 3 July 2022 3 July 2029
Jeremy Pilkington* Chairman 67,400^ 23 July 2020 6.98 nil 22 July 2023 22 July 2030
Jeremy Pilkington* Chairman 51,800^ 2 July 2021 9.08 nil 1 July 2024 1 July 2031
^notional shares settled in cash
Neil Stothard Chief Executive 42,600 4 July 2019 8.60 nil 3 July 2022 3 July 2029
Neil Stothard Chief Executive 53,400 23 July 2020 6.98 nil 22 July 2023 22 July 2030
Neil Stothard Chief Executive 41,900 2 July 2021 9.08 nil 1 July 2024 1 July 2031
Allison Bainbridge Group Finance Director 31,600 4 July 2019 8.60 nil 3 July 2022 3 July 2029
Allison Bainbridge Group Finance Director 39,700 23 July 2020 6.98 nil 22 July 2023 22 July 2030
Allison Bainbridge Group Finance Director 31,150 2 July 2021 9.08 nil 1 July 2024 1 July 2031
Savings-Related Option Scheme
Name Position Maximum number of ordinary shares awarded Date of Grant Option exercise price per ordinary share (£) Exercise price per share (£) Vesting date Awards exercisable between
Neil Stothard Chief Executive 506 11 July 2019 8.88 7.11 30 Sept 2022 30 Sep 2029
Neil Stothard Chief Executive 616 16 July 2020 7.29 5.84 30 Sept 2023 30 Sept 2030
Neil Stothard Chief Executive 519 12 July 2021 8.66 6.93 30 Sept 2024 30 Sept 2031
* Jeremy Pilkington is a director of Ackers P Investment Company Limited and
is interested in shares owned by Ackers P Investment Company Limited. This
company is ultimately controlled by a number of trusts of which, for the
purposes of sections 252 to 255 of the Companies Act 2006, Jeremy Pilkington
is deemed to be a connected person. As at 11 May 2022 Ackers P Investment
Company Limited owned 20,181,411 ordinary shares representing 50.26% of the
issued share capital of Vp plc. Seperately to Ackers P Investment Company
Limited, Jeremy Pilkington has an interest in 29,220 ordinary shares
representing 0.07% of the issued share capital of Vp plc.
(b) The following directors of Vp plc have the interests in outstanding awards
and options over Vp plc ordinary shares set out below:
Long Term Incentive Plan
Name Position Maximum number of ordinary shares awarded Date of Grant Share price at grant (£) Exercise price per ordinary share (£) Vesting date Lapse date
Jeremy Pilkington* Chairman 68,200^ 9 July 2014 6.80 nil 8 July 2017 8 July 2024
Jeremy Pilkington* Chairman 61,100^ 9 July 2015 7.70 nil 8 July 2018 8 July 2025
Jeremy Pilkington* Chairman 71,700^ 11 July 2016 6.57 nil 10 July 2019 10 July 2026
Jeremy Pilkington* Chairman 38,411^ 12 July 2017 8.70 nil 11 July 2020 11 July 2027
Jeremy Pilkington* Chairman 54,800^ 4 July 2019 8.60 nil 3 July 2022 3 July 2029
Jeremy Pilkington* Chairman 67,400^ 23 July 2020 6.98 nil 22 July 2023 22 July 2030
Jeremy Pilkington* Chairman 51,800^ 2 July 2021 9.08 nil 1 July 2024 1 July 2031
^ notional shares settled in cash
Neil Stothard Chief Executive 42,600 4 July 2019 8.60 nil 3 July 2022 3 July 2029
Neil Stothard Chief Executive 53,400 23 July 2020 6.98 nil 22 July 2023 22 July 2030
Neil Stothard Chief Executive 41,900 2 July 2021 9.08 nil 1 July 2024 1 July 2031
Allison Bainbridge Group Finance Director 31,600 4 July 2019 8.60 nil 3 July 2022 3 July 2029
Allison Bainbridge Group Finance Director 39,700 23 July 2020 6.98 nil 22 July 2023 22 July 2030
Allison Bainbridge Group Finance Director 31,150 2 July 2021 9.08 nil 1 July 2024 1 July 2031
Savings-Related Option Scheme
Name Position Maximum number of ordinary shares awarded Date of Grant Option exercise price per ordinary share (£) Exercise price per share (£) Vesting date Awards exercisable between
Neil Stothard Chief Executive 506 11 July 2019 8.88 7.11 30 Sept 2022 30 Sep 2029
Neil Stothard Chief Executive 616 16 July 2020 7.29 5.84 30 Sept 2023 30 Sept 2030
Neil Stothard Chief Executive 519 12 July 2021 8.66 6.93 30 Sept 2024 30 Sept 2031
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: 11 May 2022
Contact name: Allison Bainbridge, Group Finance Director
Telephone number: +44 (0)1423 533 445
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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