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Form 8 (OPD) - Empresaria Group plc

20th May 2025 14:50

RNS Number : 4577J
Empresaria Group PLC
20 May 2025
 

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:

Empresaria 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.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Empresaria Group plc

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

20 May 2025

(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 5 pence each

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

Nil

Nil

Nil

(2) Cash-settled derivatives:

 

Nil

Nil

Nil

Nil

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

Nil

Nil

Nil

Nil

 

TOTAL:

Nil

Nil

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:

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) Empresaria Group plc ordinary shares of 5 pence each held by director of Empresaria Group plc

 

Name of Empresaria Group plc Director

Position

Number of Empresaria Group plc ordinary shares of 5 pence each held

Percentage of total issued share capital (%)

Tim Anderson

CFO

395,000

0.79%

Rhona Driggs

CEO

220,099

0.44%

Penelope Freer

Non-Executive Chair

15,000

0.03%

 

 

b) Options and awards in Empresaria Group plc held by directors of Empresaria Group plc

 

Name of Empresaria Group plc Director

Number and class of securities under option

Name of scheme or plan

Exercise price

Vesting details

Rhona Driggs

505,540 ordinary shares of 5 pence each

Empresaria Group plc

Long Term Incentive Plan 

Nil

Grant Date: 25 April 2023

 

Estimated Expiry Date: June 2026

 

Estimated Vesting Date: April 2026

 

 

Rhona Driggs

1,461,987 ordinary shares of 5 pence each

Empresaria Group plc

Long Term Incentive Plan 

Nil

Grant Date: 4 June 2024

 

Estimated Expiry Date: June 2027

 

Estimated Vesting Date: April 2027

 

Tim Anderson

325,000 ordinary shares of 5 pence each

Empresaria Group plc

Long Term Incentive Plan 

Nil

Grant Date: 25 April 2023

 

Expiry Date: 25 April 2029

 

Estimated Vesting Date: April 2026

 

Tim Anderson

957,894 ordinary shares of 5 pence each

Empresaria Group plc

Long Term Incentive Plan

Nil

Grant Date: 4 June 2024

 

Expiry Date: 4 June 2030

 

Estimated Vesting Date: April 2027

 

 

 

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 May 2025

Contact name:

James Chapman

Telephone number:

01342 711 447

 

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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