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Form 8 (OPD) (Friends Life Group Limited)

1st Dec 2014 18:03

RNS Number : 5429Y
Friends Life Group Limited
01 December 2014
 



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) Identity of the party to the offer making the disclosure:

Friends Life Group Limited

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient

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

Use a separate form for each party to the offer

Friends Life Group Limited

(d) Is the party to the offer making the disclosure the offeror or the offeree?

OFFEREE

(e) Date position held:

21 November 2014

(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

YES - Aviva plc

 

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

(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:

(2) Derivatives (other than options):

(3) Options and agreements to purchase/sell:

 

TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open derivative or option positions, 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:

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

 

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.

 

(c) Irrevocable commitments and letters of intent

 

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

 

 

 

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 of any person acting in concert with the party to the offer making the disclosure:

 

The Company's directors have the following interests in the ordinary shares of Friends Life Group Limited:

 

Director

Number of Shares

Notes

Andy Briggs

401,072

Held in the name of Suzanne Briggs, Yorkshire Building Society (Friends Life Group plc SIP) or Hargreaves Lansdown

 

Mel Carvill

62,400

Held in own name or Carvill Retirement Trust

 

Nick Lyons

30,000

Held in Lynchwood Nominees Limited

 

Robin Phipps

2,100

Held in a nominee

 

Tim Tookey

339,134

Held in the name of Christine Tookey, HSDL Nominees or Rathbones Nominees

 

Tim Wade

40,000

Held in own name

 

Sir Malcolm Williamson

55,975

Held in own name

 

 

In addition to the interests in ordinary shares noted above, Andy Briggs and Tim Tookey have been granted the following awards over shares:

 

Andy Briggs

Plan

Grant Date

Release Date

Maximum Number of Shares to be Released

Deferred Share Award Plan 2012

3 April 2012

31 December 2014

44,628

Deferred Share Award Plan 2013

24 May 2013

4 April 2016

59,067

Deferred Share Award Plan 2014

7 April 2014

28 March 2017

89,893

Performance Share Plan 2014

16 May 2014

16 May 2017 (50%), 16 May 2018 (50%)

469,234

 

Tim Tookey

Plan

Grant Date

Release Date

Maximum Number of Shares to be Released

Deferred Share Award Plan 2013

24 May 2013

4 April 2016

45,790

Deferred Share Award Plan 2014

7 April 2014

28 March 2017

81,135

Performance Share Plan 2014

16 May 2014

16 May 2017 (50%), 16 May 2018 (50%)

385,730

 

The connected advisers of Friends Life Group Limited have the following interests in the securities of Friends Life Group Limited:

 

Adviser

Owner of Interests (if different)

Number of Shares

Goldman, Sachs & Co

(Financial Adviser)

18 shares

 

 

 

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 3 for each additional class of relevant security.

 

Details of any open derivative or option positions, 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:

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:

1 December 2014

Contact name:

Victoria Hames

Telephone number:

0845 641 7844

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing 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
 
END
 
 
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