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Form 8 (OPD) (Crestchic plc)

20th Dec 2022 10:00

RNS Number : 3252K
Crestchic PLC
20 December 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:

Crestchic 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

Crestchic plc

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

19 December 2022

(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:

 

10p Ordinary

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

0

0

0

0

(2) Cash-settled derivatives:

 

0

0

0

0

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

0

0

0

0

 

TOTAL:

0

0

0

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:

None

Details, including nature of the rights concerned and relevant percentages:

None

 

 

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) Ordinary shares held by the Directors of Crestchic plc, and their close relatives, related trusts and connected persons:

 

Crestchic Director

 

Number of Crestchic Shares

 

Percentage of Crestchic issued share capital (excluding treasury shares)

Peter Harris

1,607,475

5.70%

Christopher Caldwell

14,140

0.05%

Iwan Phillips

20,000

0.07%

Nick Mills

15,000

0.05%

Judith Aldersey-Williams

20,051

0.07%

Stephen Yapp

40,000

0.14%

Michelle Caldwell

10,000

0.04%

Caroline Harris

5,100

0.02%

Charlotte Harris

6,885

0.02%

Philippa Harris

5,000

0.02%

TOTAL

1,743,651

 

6.19%

 

(b) Options and awards granted under Crestchic plc's share plans held by the directors of Crestchic plc

 

Crestchic CSOP Share Option Scheme:

 

Crestchic Director

 

Maximum number of Crestchic Shares awarded

 

Date of grant

 

Share price at grant (£)

Exercise price per share (£)

 

Vesting date

Christopher Caldwell

20,000

05/05/2017

1.02

0.90

10/05/2019

Christopher Caldwell

10,000

05/05/2017

1.02

1.02

05/05/2020

Christopher Caldwell

12,000

05/05/2017

1.02

1.50

05/05/2017

Christopher Caldwell

20,000

05/05/2017

1.02

1.86

05/05/2017

Christopher Caldwell

19,737

05/05/2017

1.02

2.09

05/05/2017

Christopher Caldwell

263

05/05/2017

1.02

2.09

05/05/2017

Christopher Caldwell

5,506

05/05/2017

1.02

2.82

05/05/2017

Christopher Caldwell

9,494

05/05/2017

1.02

2.82

05/05/2017

Christopher Caldwell

3,642

05/05/2017

1.02

3.28

05/05/2017

Christopher Caldwell

8,358

05/05/2017

1.02

3.28

05/05/2017

Christopher Caldwell

10,000

05/05/2017

1.02

3.78

17/04/2018

Christopher Caldwell

8,000

05/05/2017

1.02

4.54

05/05/2017

Christopher Caldwell

12,616

16/05/2018

1.30

1.30

16/05/2021

Christopher Caldwell

30,000

18/04/2019

1.58

1.58

18/04/2022

Christopher Caldwell

30,000

14/04/2020

0.96

0.96

14/04/2023

Iwan Phillips

20,000

05/05/2017

1.02

0.90

10/05/2019

Iwan Phillips

10,000

05/05/2017

1.02

1.02

05/05/2020

Iwan Phillips

5,015

16/05/2018

1.30

1.30

16/05/2021

Iwan Phillips

14,985

16/05/2018

1.30

1.30

16/05/2021

Iwan Phillips

30,000

18/04/2019

1.58

1.58

18/04/2022

Iwan Phillips

10,000

05/05/2017

1.02

2.82

05/05/2017

Iwan Phillips

8,000

05/05/2017

1.02

3.28

05/05/2017

Iwan Phillips

6,981

05/05/2017

1.02

3.78

05/05/2017

Iwan Phillips

3,019

05/05/2017

1.02

3.78

05/05/2017

Iwan Phillips

4,102

05/05/2017

1.02

4.54

05/05/2017

Iwan Phillips

3,898

05/05/2017

1.02

4.54

05/05/2017

Iwan Phillips

30,000

14/04/2020

0.96

0.96

14/04/2023

 

Crestchic Long Term Incentive Plan:

 

Crestchic Director

 

Maximum number of Crestchic Shares awarded

 

Date of grant

 

Share price at grant (£)

Peter Harris

375,000

15/06/2021

1.25

Christopher Caldwell

300,000

15/06/2021

1.25

Iwan Phillips

300,000

15/06/2021

1.25

Stephen Yapp

105,000

15/06/2021

1.25

Nitin Kaul

82,500

15/06/2021

1.25

Judith Aldersey-Williams

82,500

15/06/2021

1.25

 

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:

20 December 2022

Contact name:

Iwan Phillips, Finance Director

Telephone number:

+44 (0)128353 1645

 

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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