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Form 8 (OPD) Jelf Group plc

1st Sep 2015 16:25

RNS Number : 7569X
Jelf Group PLC
01 September 2015
 



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:

Jelf 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

Jelf Group plc

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

1st September 2015

(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 1P VOTING SHARES

 

 

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:

 

The Company's directors have the following interests in the ordinary shares of 1 pence each in the capital of Jelf Group plc:

 

Director

Number of ordinary shares

% of ordinary shares in issue

Les Owen

392,556

0.4583%

Christopher Jelf and wife (Julie Jelf)

2,524,138

2.9469%

Alex Alway

1,420,650

1.6586%

John Harding and wife (Jenny Stew)

392,818

0.4586%

Phil Barton

304,831

0.3559%

Alex Rowe

66,389

0.0775%

Grahame Stott

300,000

0.3502%

Chris Hanks

19,989

0.0233%

Total

5,421,371

6.3294%

 

In addition to the interests in ordinary shares noted above, the following directors have been granted Share Appreciation Rights ("SARS") awards over shares:

 

Director

Number of

SARS

Exercise Price

Award Date

Exercise Period

From

To

Christopher Jelf

750,000

36.0 - 65.5p

8 Jul. 11

1 Oct.'15

30 Sep.'18

Alex Alway

4,500,000

36.0 - 61.5p

30 Mar. 11

1 Oct.'15

30 Sep.'18

John Harding

1,525,000

36.0 - 61.5p

30 Mar. 11

1 Oct.'15

30 Sep.'18

Phil Barton

2,025,000

36.0 - 61.5p

30 Mar. 11

(1,125,000 SARS)

1 Oct.'15

30 Sep.'18

79.5p

31 Jan. 12

(250,000 SARS)

1 Oct.'16

30 Sep.'19

81.5p

9 Jan. 13

(100,000 SARS)

1 Oct.'17

30 Sep.'20

116.5p

25 Jun. 14

(550,000 SARS)

1 Oct.'18

30 Sep.'21

 

In addition to the interests in ordinary shares and SARS awards over shares noted above, the following directors have EMI options awards over shares:

 

Director

Number of

EMI options

Exercise Price

Award Date

Vesting Date

John Harding

57,813

96.0p

27 Sep.'05

27 Sep.'15

 

 

 

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:

1st SEPTEMBER 2015

Contact name:

JOHN HARDING

Telephone number:

01454 525073

 

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 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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