REG - Workspace Grp PLC - Form 8 (OPD) (WORKSPACE GROUP PLC)

WorkspaceAnnouncement

10/03/2022 16:15

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RNS Number : 4047E  Workspace Group PLC  10 March 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:                                                     WORKSPACE GROUP 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  WORKSPACE GROUP PLC
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEROR
 (e) Date position held:                                                         9 MARCH 2022

      The latest practicable date prior to the disclosure
 (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"

                                                                                 If YES, specify which:

 

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:

                                                                      Interests      Short positions

                                                                      Number  %      Number    %
 (1) Relevant securities owned and/or controlled:                     Nil     0      Nil       0
 (2) Cash-settled derivatives:                                        Nil     0      Nil       0

 (3) Stock-settled derivatives (including options) and agreements to  Nil     0      Nil       0
 purchase/sell:
      TOTAL:                                                          Nil     0      Nil       0

 

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

 

(a)        Interests held by the directors of Workspace Group plc and
their close relatives and related trusts

 

 Registered and beneficial owner  Number of ordinary shares in Workspace Group plc owned or controlled  % of issued share capital of Workspace Group plc
 Stephen Hubbard                  23,640                                                                0.013%
 Graham Clemett                   97,546                                                                0.054%
 Duncan Owen                      5,560                                                                 0.003%
 Dave Benson                      20,085                                                                0.011%
 TOTAL                            146,831                                                               0.081%

 

 

(b)     Options or awards under the share plans of Workspace Group plc by
the directors of Workspace Group plc and their close relatives and related
trusts who are not exempt principal traders for the purposes of Rule 8 of the
Code.

 

 Name            Share Plan                Number of ordinary shares under option / award  Grant date    Vesting date / period            Exercise price (per share)
 Graham Clemett  Long Term Incentive Plan  71,814                                          18 June 2019  18 June 2022                     Nil
 Graham Clemett  Long Term Incentive Plan  139,638                                         18 June 2020  18 June 2023                     Nil
 Graham Clemett  Long Term Incentive Plan  117,043                                         24 June 2021  24 June 2024                     Nil
 Graham Clemett  Deferred Bonus Plan       12,828                                          25 June 2019  25 June 2022                     Nil
 Graham Clemett  Deferred Bonus Plan       20,315                                          26 June 2020  26 June 2023                     Nil
 Graham Clemett  Deferred Bonus Plan       7,629                                           28 June 2021  28 June 2024                     Nil
 Graham Clemett  Save As You Earn          3,389                                           27 July 2020  1 September 2023 - 1 March 2024  £5.31
 David Benson    Long Term Incentive Plan  96,089                                          18 June 2020  18 June 2023                     Nil
 David Benson    Long Term Incentive Plan  80,541                                          24 June 2021  24 June 2024                     Nil
 David Benson    Deferred Bonus Plan       5,250                                           28 June 2021  28 June 2024                     Nil
 David Benson    Save As You Earn          5,649                                           27 July 2020  1 September 2025 - 1 March 2026  £5.31
 TOTAL                                     560,185

 

(c)        Interests and short positions held by connected advisers of
Workspace Group plc

 

 Registered and beneficial owner                Number of ordinary shares in Workspace Group plc owned or controlled  % of issued share capital of Workspace Group plc
 J.P. Morgan Chase Bank (National Association)  8                                                                     0.000004%
 TOTAL                                          8                                                                     0.000004%

 

 

(d)        Interests, short positions and rights to subscribe held by
close relatives and related trusts of the directors of Workspace Group plc in
its ordinary shares

 

 

 Registered Owner  Beneficial Owner  Number of ordinary shares in Workspace Group plc owned or controlled  % of issued share capital of Workspace Group plc
 Mrs J Clemett     Mrs J Clemett     5,000                                                                 0.003%
 Sanne Group       Mrs J Clemett     32,765                                                                0.018%
 Mr J Russell      Mr J Russell      73                                                                    0.00004%
 TOTAL                               37,838                                                                0.02104%

 

 

 (e)       Interests, short positions and rights to subscribe held by
other concert parties of Workspace Group plc

 

 Registered Owner                                 Beneficial Owner                                              Number of ordinary shares in Workspace Group plc owned or controlled  % of issued share capital of Workspace Group plc
 Rovida Holdings                                  The London & Amsterdam Trust Company Limited 1  (#_ftn1)      15,680,026                                                            8.657%
 RR Investment Co Ltd.                            The London & Amsterdam Trust Company Limited                  13,557,754                                                            7.485%
 The Belvedere Realty Investment Company Limited  The London & Amsterdam Trust Company Limited                  12,543,618                                                            6.925%
 Mrs P A Roditi                                   The London & Amsterdam Trust Company Limited                  7,980,669                                                             4.406%
 Mr S N Roditi                                    The London & Amsterdam Trust Company Limited                  3,453,879                                                             1.907%
 Rovida Asset Management Limited                  The London & Amsterdam Trust Company Limited                  269,875                                                               0.149%
 Roditi 2015 Limited                              The London & Amsterdam Trust Company Limited                  5,950                                                                 0.003%
 TOTAL                                                                                                          53,491,771                                                            29.53%

 

 

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:  10 MARCH 2022
 Contact name:        CARMELINA CARFORA
 Telephone number:    +44 207 1383300

 

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) .

 

 

 1  (#_ftnref1) Nick Roditi is the ultimate owner of The London &
Amsterdam Trust Company Limited.

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