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Form 8 (OPD) (Sky plc)

14th Dec 2016 14:14

RNS Number : 8623R
Sky PLC
14 December 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:

SKY 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 - SKY PLC

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

13 DECEMBER 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 50p 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:

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:

 

(a) Beneficial holdings of the Directors of Sky plc in its ordinary shares

 

Name

Position

Number of ordinary shares

Percentage of issued share capital (%)

James Murdoch

Chairman

0

0

Jeremy Darroch

Group Chief Executive Officer

689,871

0.0401

Andrew Griffith

Group Chief Operating Officer and Chief Financial Officer

172,445

0.0100

Charles Carey

Non-Executive Director

0

0

Tracy Clarke

Independent Non-Executive Director

3,731

0.0002

Martin Gilbert

Deputy Chairman

6,955

0.0004

Adine Grate

Independent Non-Executive Director

29,394

0.0017

John Nallen

Non-Executive Director

0

0

Matthieu Pigasse

Independent Non-Executive Director

7,016

0.0004

Andrew Sukawaty

Senior Independent Director

3,887

0.0002

Katrin Wehr-Seiter

Independent Non-Executive Director

0

0

 

(b) Options and awards held by the Directors of Sky plc in its ordinary shares

 

 

Name

Name of plan

Shares in respect of which options or awards granted

Grant date

Exercise price

Vesting date

Jeremy Darroch

Long Term Incentive Plan

600,000

25/04/2014

Nil

25/07/2017

600,000

29/07/2015

Nil

25/07/2017

600,000

29/07/2016

Nil

29/07/2019

Co-Investment Plan

163,644

01/09/2014

Nil

01/09/2017

141,758

28/08/2015

Nil

28/08/2018

176,110

31/08/2016

Nil

31/08/2019

Sharesave

2,139

30/09/2014

£7.08

01/02/2020

Andrew Griffith

Long Term Incentive Plan

350,000

25/04/2014

Nil

25/07/2017

350,000

29/07/2015

Nil

25/07/2017

350,000

29/07/2016

Nil

29/07/2019

Co-Investment Plan

76,930

01/09/2014

Nil

01/09/2017

66,938

28/08/2015

Nil

28/08/2018

83,159

31/08/2016

Nil

31/08/2019

Sharesave

1,271

30/09/2014

£7.08

01/02/2018

 

(c) Share interests of connected advisers:

 

Morgan Stanley & Co. International plc - none

PJT Partners (UK) Limited - none

 

Barclays Bank PLC, acting through its Investment Bank:

 

Class of relevant security

ORDINARY SHARES OF 50p EACH

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled

37,732

0.00%

0

0.00%

(2) Cash-settled derivatives

0

0.00%

0

0.00%

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

0

0.00%

0

0.00%

Total

37,732

0.00%

0

0.00%

 

 

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:

 

14 December 2016

 

Contact name:

Chris Taylor, Company Secretary

Telephone number:

 

0207 032 4297

 

 

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.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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