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Form 8 (OPD) - Penna Consulting plc

23rd Mar 2016 07:00

RNS Number : 9949S
Penna Consulting PLC
23 March 2016
 

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:

Penna Consulting 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

Penna Consulting plc

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

22 March 2016

(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 5p each (held in treasury)

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

148,099

0.57

N/A

-

(2) Cash-settled derivatives:

 

N/A

-

N/A

-

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

N/A

-

N/A

-

 

TOTAL:

148,099

0.57

N/A

-

 

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 Directors of Penna Consulting PLC (the "Company") have the following interests in the Company:

 

Name of Director

Number of ordinary shares of 5p each

% of issued share capital (excluding treasury shares)

Stephen Rowlinson

7,698,040

29.7

Gary Browning

61,727

0.2

David Firth

20,463

0.1

Graham Paton

20,000

0.1

Leslie Ferrar

5,000

0.0

Julie Towers

11,820

0.1

Bev White

15,436

0.1

Penny de Valk

-

-

 

 

The Directors of the Company have the following interests in options over ordinary shares in the Company:

 

Name of Director

Number of ordinary shares to which options relate

Exercise Price (in £)

Earliest date of exercise

Date of expiry

Gary Browning

380,000

1.00

18 July 2010

18 July 2017

100,000

1.00

18 July 2010

18 July 2017

600,000

1.24

23 June 2017

22 June 2024

120,000

1.39

17 March 2018

16 March 2025

David Firth

200,000

1.00

18 July 2010

18 July 2017

100,000

1.00

18 July 2010

18 July 2017

300,000

1.24

23 June 2017

22 June 2024

Julie Towers

200,000

1.00

26 September 2013

26 September 2021

100,000

1.24

23 June 2017

22 June 2024

Bev White

200,000

1.00

18 July 2010

18 July 2017

100,000

1.00

18 July 2010

18 July 2017

100,000

1.24

23 June 2017

22 June 2024

Penny de Valk

100,000

1.24

23 June 2017

22 June 2024

 

Apart from the interests disclosed above, no Directors hold interests in the share capital or loan stock of the Company or other Group companies.

 

In addition to the above, 467,974 ordinary shares in total are held by the Penna Consulting 2001 Employee Benefit Trust.

 

 

 

 

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:

23 March 2016

Contact name:

David Firth

Telephone number:

020 7332 7993

 

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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