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Form 8 (OPD) Avast PLC

22nd Jul 2021 16:34

RNS Number : 1940G

Avast PLC

22 July 2021

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:	Avast 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.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Avast plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held: The latest practicable date prior to the disclosure	21 July 2021
(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"	No

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
	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 purchase/sell:	Nil	0	Nil	0
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:	N/A
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 directors of Avast plc and their close relatives and related trusts (excluding the options and awards granted under the Share Matching Plan, LTIP and Share Option Plan set out below):

Avast plc director	Position	Number of ordinary shares	Percentage of total issued share capital of Avast plc (two decimal places)
Ondrej Vlcek(1)	Chief Executive Officer	23,715,184	2.30%
Philip Marshall	Chief Financial Officer	316,089	0.03%
Warren Finegold	Senior Independent Non-Executive Director	40,000	0.00%
Pavel Baudis(2)	Non-Executive Director	257,182,165	24.93%
Eduard Kucera(3)	Non-Executive Director	99,862,252	9.68%

(1) 10,000,000 ordinary shares are held by the Vlcek Family Foundation (via Komercni Banka Prague).

(2) 257,182,165 ordinary shares are held by Pavel Baudis' investment vehicle, PaBa Software s.r.o (via UBS Switzerland).

(3) 99,793,912 ordinary shares are held by Eduard Kucera's investment vehicle, Pratincole Investments Limited (via UBS Switzerland). 24,197 ordinary shares are held by Eduard Kucera Jnr (Eduard Kucera's son) and 44,143 ordinary shares are held by Kristyna Salatova (Eduard Kucera's daughter).

Share Matching Plan

Avast plc director	Position	Date of grant	Holding period (years)	Option price (£) (two decimal places)	Number of ordinary shares (under plan)(1)	Matched shares to be allotted at the end of holding period
Philip Marshall	Chief Financial Officer	14/01/2021	2	5.34	2,481	827
		20/07/2020	2	4.49	2,885	961
		20/01/2020	2	3.87	4,511	1,503
		16/07/2019	2	2.99	1,874(2)	624(3)

(1) Following the two year holding period, Avast plc will allocate matched shares for nil consideration under the Share Matching Plan. The current matching is one share per three purchased shares.

(2) Note that as the holding period has passed, and these shares are unlocked, they have been included in the "Number of ordinary shares" for Philip Marshall in the table immediately above.

(3) The matched shares have not yet been issued by Avast plc.

B) The following directors of Avast plc have interests under the Avast plc share plans as set out below:

LTIP

Avast plc director	Position	Date of grant	Vesting period	Vesting date	Option price (£)	Number of ordinary shares (under option)
Ondrej Vlcek	Chief Executive Officer	19/06/2018	3 years	19/06/2021	Nil	538,707(1)
		14/03/2019	3 years	14/03/2022	Nil	401,602
		03/07/2019	3 years	03/07/2022	Nil	406,309
		26/02/2020	3 years	26/02/2023	Nil	669,365
		22/03/2021	3 years	22/03/2024	Nil	544,788
Philip Marshall	Chief Financial Officer	19/06/2018	3 years	19/06/2021	Nil	627,960(2)
		14/03/2019	3 years	14/03/2022	Nil	468,535
		03/07/2019	3 years	03/07/2022	Nil	182,048
		26/02/2020	3 years	26/02/2023	Nil	516,367
		22/03/2021	3 years	22/03/2024	Nil	420,265

(1) Whilst the vesting date has passed for these options, 538,707 shares in connection with them have not yet been issued to or exercised by Ondrej Vlcek as of today's date. Only 67.26% of the maximum award showing in the table vested based on the performance criteria for 2018 - 2020. Ondrej Vlcek will receive 362,339 shares against the 2018 PSU award, together with 19,562 dividend equivalent shares, i.e. 381,901 shares in total.

(2) Whilst the vesting date has passed for these options, 627,960 shares in connection with them have not yet been issued to or exercised by Philip Marshall as of today's date. Only 67.26% of the maximum award showing in the table vested based on the performance criteria for 2018 - 2020. Philip Marshall will receive 422,372 shares against the 2018 PSU award, together with 22,803 dividend equivalent shares, i.e. 445,175 shares in total.

Share Option Plan

Avast plc director	Position	Date of grant	Vesting period	Vesting date	Option price (£) (two decimal places)	Number of ordinary shares (under option)
Philip Marshall	Chief Financial Officer	01/02/2018	4 years	01/02/2022	2.13	1,942,325
Philip Marshall	Chief Financial Officer	30/03/2018	4 years	30/03/2022	2.37	1,165,471

C) Interests held by other persons presumed to be acting in concert with Avast plc

None

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

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:

22 July 2021

Contact name:

Trudy Cooke, General Counsel and Company Secretary

Telephone number:

+44 7785 475280

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.

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END

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