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Waterman Group PLC CTI Engineering Co. - Form 8 (OPD) Waterman Group plc - correction

Announcement: Fri 19th May, 2017 5:31pm
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RNS Number : 7317F
Waterman Group PLC
19 May 2017 
 
This announcement replaces the 'Form 8 (OPD) Waterman Group plc' announcement
released under RNS number 1770F. The interests of Alex Steele shown at section
3(a) and 3(b) have been amended. All other information remains unchanged. 
 
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:                                                                                                                                                                                                         Waterman 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 relates:     Use a separate form for each offeror/offeree                                                                                            Waterman Group plc  
 (d) Is the discloser the offeror or the offeree?                                                                                                                                                                                    OFFEREE             
 (e) Date position held:     The latest practicable date prior to the disclosure                                                                                                                                                     11 May 2017         
 (f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"                                       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 10p 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 purchase/sell:  Nil                          -                Nil  -  
 TOTAL:                                                                              Nil                          -                Nil  -  
 
 
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 of directors of Waterman Group plc in Waterman Group's shares  Director Number of ordinary shares in Waterman Group plc Percentage of total issued share capital Michael Baker 26,000(1) 0.085% Richard Piper Nil - Nicholas Taylor 5,265(2) 0.017% Alex Steele 4,631(3) 0.015% Craig Beresford 21,472(4) 0.070% Michael Strong Nil -  (1) Vestra Nominees Limited is the registered holder of 26,000 ordinary shares as trustee of Michael Baker's SIPP. (2) Capita IRG Trustees Limited is the registered      
 holder of 5,265 ordinary shares as trustee of the 2014 Share Incentive Plan. (3) Capita IRG Trustees Limited is the registered holder of 4,544 ordinary shares as trustee of the 2014 Share Incentive Plan.  (4) Capita IRG Trustees Limited is the registered holder of 620 ordinary shares as trustee of the 2014 Share Incentive Plan.   (b) Directors' rights to subscribe for Waterman Group's shares under Waterman Group's share plans Long Term Incentive Plan  Director Number of Shares Vesting Period Exercise Price 
 Nicholas Taylor 640,000(1) 9/12/17 - 8/12/19 Nil Alex Steele 320,000(1) 9/12/17 - 8/12/19 Nil Craig Beresford 320,000(1) 9/12/17 - 8/12/19 Nil  (1)  These options become exercisable on an offer to acquire the entire issued share capital of Waterman Group plc being made unconditional in all respects, resulting in a change of control of Waterman Group plc. Nicholas Taylor is entitled to exercise 512,000 LTIP options, Alex Steele is entitled to exercise 256,000 LTIP options and Craig Beresford is entitled to  
 exercise 256,000 LTIP options (assuming under the LTIP performance target, which is based on the offer price of 140 pence, that 80% of the LTIP options held by Waterman Group plc's directors and PDMRs may be deemed by Waterman Group plc's remuneration committee to have vested). Share Incentive Plan 2014  Director Number of Shares Nicholas Taylor 5,265 (1) Alex Steele 4,631 (1) Craig Beresford 620(1)  (1)  These holdings are included in the number of ordinary shares set out in 3(a) (Interests of directors of 
 Waterman Group plc in Waterman Group's shares) above.  (c) Waterman Group shares held by Waterman Trustees Limited (as trustees of the 2005 Waterman Group Employee Trust), Waterman Trustees Limited (as trustees of the 1994 Profit Share Scheme and 2002 Share Incentive Plan) and Waterman Employee Trust Ireland Limited (as trustees of the Irish Approved Profit Share Scheme)  Name Number of ordinary shares in Waterman Group plc Percentage of total issued share capital  Waterman Trustees Limited (as trustees of 
 the 2005 Waterman Group Employee Trust) 127,442 0.414% Waterman Trustees Limited (as trustees of the 1994 Profit Share Scheme and 2002 Share Incentive Plan) 188,675 0.613% Waterman Employee Trust Ireland Limited (as trustees of the Irish Approved Profit Share Scheme) 10,407 0.034%   (d) Interests of connected advisors of Waterman Group plc in Waterman Group's shares  Name Number of ordinary shares in Waterman Group plc Percentage of total issued share capital Nplus1 Singer Capital Markets Limited None None  
 (e)  Interests of close relatives of directors of Waterman Group plc in Waterman Group's shares  Close Relative Director towhom closerelative isconnected Relationshipof closerelative todirector Number of ordinary shares in Waterman Group plc Percentage of total issued share capital Jeanne Mitchell Taylor Nicholas Taylor Mother 1,773 0.006%  (f) Interests of other concert parties of Waterman Group plc in Waterman Group's shares  Name Number of ordinary shares in Waterman Group plc Percentage of total issued 
 share capital Phil Barnes Nil -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
 
 
 Director         Number of ordinary shares in Waterman Group plc  Percentage of total issued share capital  
 Michael Baker    26,000(1)                                        0.085%                                    
 Richard Piper    Nil                                              -                                         
 Nicholas Taylor  5,265(2)                                         0.017%                                    
 Alex Steele      4,631(3)                                         0.015%                                    
 Craig Beresford  21,472(4)                                        0.070%                                    
 Michael Strong   Nil                                              -                                         
 
 
(1) Vestra Nominees Limited is the registered holder of 26,000 ordinary shares
as trustee of Michael Baker's SIPP. (2) Capita IRG Trustees Limited is the
registered holder of 5,265 ordinary shares as trustee of the 2014 Share
Incentive Plan. (3) Capita IRG Trustees Limited is the registered holder of
4,544 ordinary shares as trustee of the 2014 Share Incentive Plan.  (4) Capita
IRG Trustees Limited is the registered holder of 620 ordinary shares as
trustee of the 2014 Share Incentive Plan.   (b) Directors' rights to subscribe
for Waterman Group's shares under Waterman Group's share plans Long Term
Incentive Plan 
 
 Director         Number of Shares  Vesting Period     Exercise Price  
 Nicholas Taylor  640,000(1)        9/12/17 - 8/12/19  Nil             
 Alex Steele      320,000(1)        9/12/17 - 8/12/19  Nil             
 Craig Beresford  320,000(1)        9/12/17 - 8/12/19  Nil             
 
 
(1)  These options become exercisable on an offer to acquire the entire issued
share capital of Waterman Group plc being made unconditional in all respects,
resulting in a change of control of Waterman Group plc. Nicholas Taylor is
entitled to exercise 512,000 LTIP options, Alex Steele is entitled to exercise
256,000 LTIP options and Craig Beresford is entitled to exercise 256,000 LTIP
options (assuming under the LTIP performance target, which is based on the
offer price of 140 pence, that 80% of the LTIP options held by Waterman Group
plc's directors and PDMRs may be deemed by Waterman Group plc's remuneration
committee to have vested). Share Incentive Plan 2014 
 
 Director         Number of Shares  
 Nicholas Taylor  5,265 (1)         
 Alex Steele      4,631 (1)         
 Craig Beresford  620(1)            
 
 
(1)  These holdings are included in the number of ordinary shares set out in
3(a) (Interests of directors of Waterman Group plc in Waterman Group's shares)
above.  (c) Waterman Group shares held by Waterman Trustees Limited (as
trustees of the 2005 Waterman Group Employee Trust), Waterman Trustees Limited
(as trustees of the 1994 Profit Share Scheme and 2002 Share Incentive Plan)
and Waterman Employee Trust Ireland Limited (as trustees of the Irish Approved
Profit Share Scheme) 
 
 Name                                                                                                   Number of ordinary shares in Waterman Group plc  Percentage of total issued share capital  
 Waterman Trustees Limited (as trustees of the 2005 Waterman Group Employee Trust)                      127,442                                          0.414%                                    
 Waterman Trustees Limited (as trustees of the 1994 Profit Share Scheme and 2002 Share Incentive Plan)  188,675                                          0.613%                                    
 Waterman Employee Trust Ireland Limited (as trustees of the Irish Approved Profit Share Scheme)        10,407                                           0.034%                                    
 
 
(d) Interests of connected advisors of Waterman Group plc in Waterman Group's
shares 
 
 Name                                   Number of ordinary shares in Waterman Group plc  Percentage of total issued share capital  
 Nplus1 Singer Capital Markets Limited  None                                             None                                      
 
 
(e)  Interests of close relatives of directors of Waterman Group plc in
Waterman Group's shares 
 
 Close Relative          Director towhom closerelative isconnected  Relationshipof closerelative todirector  Number of ordinary shares in Waterman Group plc  Percentage of total issued share capital  
 Jeanne Mitchell Taylor  Nicholas Taylor                            Mother                                   1,773                                            0.006%                                    
 
 
(f) Interests of other concert parties of Waterman Group plc in Waterman
Group's shares 
 
 Name         Number of ordinary shares in Waterman Group plc  Percentage of total issued share capital  
 Phil Barnes  Nil                                              -                                         
 
 
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:  19 May 2017           
 Contact name:        Marie-Anne Culnane    
 Telephone number:    +44 (0) 330 060 4808  
 
 
Telephone number: 
 
+44 (0) 330 060 4808 
 
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. 
 
This information is provided by RNS
The company news service from the London Stock Exchange



 
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