27th Nov 2017 11:53
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: | SERVELEC 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 | SERVELEC GROUP PLC |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 27 November 2017 |
(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 | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | - | Nil | - |
(2) Cash-settled derivatives:
| Nil | - | Nil | - |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | - | Nil | - |
TOTAL: | 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. Beneficial interests of Directors of Servelec Group plc in its ordinary shares of 18 pence each
Director | Number of ordinary shares | % of issued share capital |
Richard Last | 418,994 | 0.60% |
Alan Stubbs | 838,000 | 1.20% |
Mike Cane | 79,327 | 0.11% |
Roger McDowell | 186,053 | 0.27% |
Total | 1,522,374 | 2.18% |
b. Interests of Directors of Servelec Group plc under the Servelec Group plc Long-Term Incentive Plan 2013
Name | Description of award | Number ofServelec Group plc relevantsecurities | Grant date | Vesting Date |
Alan Stubbs | Long-Term Incentive Plan 2013 | 153,631 | 02/12/2013 | 29/11/2016(1) |
Mike Cane | Long-Term Incentive Plan 2013 | 46,089 | 02/12/2013 | 29/11/2016(1) |
c. Interests of Directors of Servelec Group plc under the Servelec Group plc Long-Term Incentive Plan 2015
Name | Description of award | Number ofServelec Group plc relevantsecurities | Grant date | Vesting Date |
Alan Stubbs | Long-Term Incentive Plan 2015 | 100,000 | 22/04/2015 | 22/04/2018(1) |
Mike Cane | Long-Term Incentive Plan 2015 | 52,632 | 22/04/2015 | 22/04/2018(1) |
d. Interests of Directors of Servelec Group plc under the Servelec Group plc Long-Term Incentive Plan 2016
Name | Description of award | Number ofServelec Group plc relevantsecurities | Grant date | Vesting Date |
Alan Stubbs | Long-Term Incentive Plan 2016 | 77,922 | 08/04/2016 | 08/04/2019(1) |
Mike Cane | Long-Term Incentive Plan 2016 | 40,779 | 08/04/2016 | 08/04/2019(1) |
e. Interests of Directors of Servelec Group plc under the Servelec Group plc Long-Term Incentive Plan 2017
Name | Description of award | Number ofServelec Group plc relevantsecurities |
Grant date | Vesting Date |
Alan Stubbs | Long-Term Incentive Plan 2017 | 174,420 | 18/04/2017 | 18/04/2020(1) |
Mike Cane | Long-Term Incentive Plan 2017 | 91,280 | 18/04/2017 | 18/04/2020(1) |
(1) or, if later, the date on which the remuneration committee of the Servelec board determines that any performance conditions have been satisfied.
f. Interests of Directors of Servelec Group plc under the Servelec Group plc Save-As-You-Earn Option Plan
Name | Description of award | Number ofServelec Group plc relevantsecurities | Exercise price | Grant date | Vesting Date |
Mike Cane | Save-As-You-Earn Option Plan | 3,474 | 259p | 29/10/2015 | 01/02/2019 |
Mike Cane | Save-As-You-Earn Option Plan | 4,197 | 214p | 04/11/2016 | 01/02/2020 |
Alan Stubbs | Save-As-You-Earn Option Plan | 6,949 | 259p | 29/10/2015 | 01/02/2019 |
g. Interests of Directors of Servelec Group plc under the Servelec Group plc Deferred Share Bonus Plan 2015
Name | Description of award | Number ofServelec Group plc relevantsecurities | Exercise price | Grant date | Vesting Date |
Alan Stubbs | Deferred Share Bonus Plan 2015 | 9,026 | Nil | 22/04/2015 | 22/04/2017 |
Mike Cane | Deferred Share Bonus Plan 2015 | 4,582 | Nil | 22/04/2015 | 22/04/2017 |
h. Interests of Directors of Servelec Group plc under the Servelec Group plc Deferred Share Bonus Plan 2016
Name | Description of award | Number ofServelec Group plc relevantsecurities | Exercise price | Grant date |
Alan Stubbs | Deferred Share Bonus Plan 2016 | 12,987 | Nil | 08/04/16 |
Mike Cane | Deferred Share Bonus Plan 2016 | 6,835 | Nil | 08/04/16 |
i. 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:
Name | Number of ordinary shares | % of issued share capital |
David John Stubbs | 600 | 0.001% |
Total | 600 | 0.001% |
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: | 27 November 2017 |
| Contact name: | Mike Cane |
| Telephone number: | +44 (0) 1246 437 400 |
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.
Related Shares:
Servelec Group