12th Apr 2018 10:50
FORM 8 (OPD)
AMENDMENT - CHANGE TO SECTION 3
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: | NEX 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 | OFFEREE - NEX GROUP PLC |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 29 MARCH 2018 |
(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" | YES If YES, specify which: CME GROUP INC. |
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 17.5 pence each | |||
| 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: | |||||||||||||
3 (a) Interests of directors of NEX Group plc (and their close relatives and related trusts) in NEX Group plc ordinary shares | |||||||||||||
Director | Number of ordinary shares | Percentage of total issued share capital (%)(1) | |||||||||||
Anna Ewing | 5,000 | ||||||||||||
Charles Gregson(2) | 233,223 | 0.06 | |||||||||||
Ken Pigaga(3) | 11,422 | ||||||||||||
Ivan Ritossa(4) | 168,413 | 0.04 | |||||||||||
John Sievwright(5) | 27,994 | 0.01 | |||||||||||
Michael Spencer(6) | 267,532 | 0.07 | |||||||||||
Robert Standing(7) | 15,714 | ||||||||||||
Sam Wren(8) | 11,367 | ||||||||||||
Notes: | |||||||||||||
(1) Based on 379,735,432 shares in issue as at the date of this form. | |||||||||||||
(2) Includes 21,642 shares held by Charles and Caroline Gregson jointly, 15,591 shares held by HSBC Global Asset Management on behalf of Caroline Gregson, and 115,809 shares held by JM Finn & Co (including 23,109 shares held on behalf of Caroline Gregson). | |||||||||||||
(3) Shares held by Charles Schwab on behalf of Ken and Nanette Pigaga jointly. | |||||||||||||
(4) Shares held by Vidacos Nominees Limited. | |||||||||||||
(5) Shares held by NY Nominees Limited. | |||||||||||||
(6) Includes 214,532 shares held by Goldman Sachs Securities (Nominees) Limited (including 5,911 shares held on behalf of Michael Spencer's Goldman Sachs nominee holding), and 53,000 shares held by Sarah Spencer. Does not include shares held by IPGL (Holdings) Limited, its affiliated persons and its associated companies, whose interests have been disclosed under 3 (e) below. Michael Spencer holds a majority shareholding in IPGL (Holdings) Limited and IPGL (Holdings) Limited is a concert party of NEX Group plc. | |||||||||||||
(7) Shares held by Interactive Investor. | |||||||||||||
(8) Shares held by TD Investing Nominees (Europe) Limited. | |||||||||||||
3 (b) Interests of directors of NEX Group plc (and their close relatives and related trusts) in NEX Group plc share options/awards in respect of ordinary shares | |||||||||||||
Director | Plan | Number | Date of grant | Exercise price | Vesting date | Lapse date | |||||||
Ken Pigaga | ICAP plc Senior Management Long Term Incentive Plan | 48,579 | 28-May-2015 | Nil | 28-May-2018 | 29-May-2018 | |||||||
The ICAP plc Performance Share Plan | 48,579 | 11-Nov-2015 | Nil | 28-May-2018 | 29-May-2020 | ||||||||
The ICAP plc Deferred Share Bonus Plan | 63,738 | 16-Nov-2016 | Nil | 24-May-2019 | 25-May-2019 | ||||||||
The ICAP plc Performance Share Plan | 63,738 | 16-Nov-2016 | Nil | 24-May-2019 | 25-May-2019 | ||||||||
The NEX Group plc 2016 Deferred Share Bonus Plan | 63,542 | 23-May-2017 | Nil | 23-May-2020 | 24-May-2020 | ||||||||
The NEX Group plc 2016 Performance Share Plan | 158,855 | 23-May-2017 | Nil | 23-May-2020 | 24-May-2020 | ||||||||
Michael Spencer | Bonus Share Matching Plan | 631,973 | 29-May-2008 | Nil | 18-May-2011 | 28-May-2018 | |||||||
Bonus Share Matching Plan | 631,973 | 29-May-2008 | Nil | 18-May-2011 | 28-May-2018 | ||||||||
Bonus Share Matching Plan | 607,543 | 28-May-2009 | Nil | 16-May-2012 | 27-May-2019 | ||||||||
Bonus Share Matching Plan | 408,398 | 27-May-2010 | Nil | 15-May-2013 | 26-May-2020 | ||||||||
Bonus Share Matching Plan | 667,593 | 26-May-2011 | Nil | 18-May-2014 | 25-May-2021 | ||||||||
Bonus Share Matching Plan | 569,078 | 24-May-2012 | Nil | 20-May-2015 | 23-May-2022 | ||||||||
The ICAP plc Performance Share Plan | 173,262 | 11-Nov-2015 | Nil | 28-May-2018 | 28-May-2020 | ||||||||
The ICAP plc Performance Share Plan | 521,497 | 24-May-2016 | Nil | 24-May-2019 | 24-May-2021 | ||||||||
The ICAP plc Deferred Share Bonus Plan | 394,020 | 24-May-2016 | Nil | 24-May-2019 | 25-May-2019 | ||||||||
The NEX Group plc 2016 Deferred Share Bonus Plan | 277,897 | 23-May-2017 | Nil | 23-May-2020 | 24-May-2020 | ||||||||
The NEX Group plc 2016 Performance Share Plan | 357,424 | 23-May-2017 | Nil | 23-May-2020 | 23-May-2022 | ||||||||
The ICAP plc Sharesave Scheme | 2,986 | 18-Jun-2015 | £4.52 | 01-Aug-2018 | 31-Jan-2019 | ||||||||
Sam Wren | ICAP plc Senior Management Long Term Incentive Plan | 3,709 | 28-May-2015 | Nil | 28-May-2018 | 29-May-2018 | |||||||
The ICAP plc Performance Share Plan | 3,709 | 11-Nov-2015 | Nil | 28-May-2018 | 29-May-2018 | ||||||||
The ICAP plc Performance Share Plan | 5,214 | 24-May-2016 | Nil | 24-May-2019 | 25-May-2019 | ||||||||
ICAP plc Senior Management Long Term Incentive Plan | 5,214 | 24-May-2016 | Nil | 24-May-2019 | 25-May-2019 | ||||||||
The NEX Group plc 2016 Performance Share Plan | 5,162 | 23-May-2017 | Nil | 23-May-2020 | 24-May-2020 | ||||||||
The NEX Group plc 2016 Deferred Share Bonus Plan | 5,162 | 23-May-2017 | Nil | 23-May-2020 | 24-May-2020 | ||||||||
The NEX Group plc 2016 Performance Share Plan | 39,713 | 26-Jun-2017 | Nil | 23-May-2020 | 23-May-2022 | ||||||||
NEX Group plc 2016 Global Sharesave Plan | 3,719 | 14-Jun-2017 | £4.84 | 01-Aug-2020 | 31-Jan-2021 | ||||||||
3 (c) Interests of directors of NEX Group plc (and their close relatives and related trusts) in cash settled derivatives referenced to NEX Group plc ordinary shares | |||||||||||||
Director | Product | Reference amount of NEX shares | Date of derivative | Reference price | |||||||||
Michael Spencer | CFD | 28,571 | 30 December 2016 | 682.50 | |||||||||
Michael Spencer | CFD | 28,571 | 30 December 2016 | 691.20 | |||||||||
3 (d) Interests in ordinary shares of NEX Group plc held by other concert parties of NEX Group plc | |||||||||||||
Class of relevant security: | |||||||||||||
Concert party | Number of ordinary shares | Percentage of total issued share capital (%)(1) | |||||||||||
IPGL Limited(2) | 1,303,356 | 0.34 | |||||||||||
Incap Finance BV(2) | 34,874,663 | 9.18 | |||||||||||
Incap Overseas BV(2) | 26,672,143 | 7.02 | |||||||||||
Bank of America Merrill Lynch | Nil | Nil | |||||||||||
Citigroup Global Markets Limited | Nil | Nil | |||||||||||
Evercore Group LLC | Nil | Nil | |||||||||||
J. Aron & Company | Nil | Nil | |||||||||||
Goldman Sachs Financial Markets, L.P. | Nil | Nil | |||||||||||
Notes: | |||||||||||||
(1) Based on 379,735,432 shares in issue as at the date of this form. | |||||||||||||
(2) Subsidiary of IPGL (Holdings) Limited, a company in which Michael Spencer, a NEX Group plc director, owns a majority shareholding. | |||||||||||||
3 (e) Interests of other concert parties of NEX Group plc in cash settled derivatives referenced to NEX Group plc ordinary shares | |||||||||||||
Concert party | Product | Reference amount of NEX shares | Date of derivative | Reference price (GBP) | |||||||||
IPGL Limited(1) | CFD | 28,571 | 30-Dec-2016 | 682.5 | |||||||||
IPGL Limited(1) | CFD | 28,571 | 30-Dec-2016 | 691.2 | |||||||||
IPGL Limited(1) | CFD | 142,857 | 30-Dec-2016 | 692.9 | |||||||||
Notes: | |||||||||||||
(1) Subsidiary of IPGL (Holdings) Limited, a company in which Michael Spencer, a NEX Group plc director, owns a majority shareholding. | |||||||||||||
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: | 29 March 2018 |
| Contact name: | Deborah Abrehart |
| Telephone number: | +44 (0)20 7818 9675 |
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:
NEX Group