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Form 8 (OPD) St. Modwen Properties PLC

19th May 2021 08:00

RNS Number : 0618Z
St. Modwen Properties PLC
19 May 2021
 

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:

ST. MODWEN PROPERTIES 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

ST. MODWEN PROPERTIES PLC

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

18 May 2021

(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:

 

St. Modwen Properties PLC ordinary shares of 10 pence

 

 

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) Interests of directors of St. Modwen Properties PLC in St. Modwen Properties PLC's ordinary shares of 10 pence each

 

Director

Number of ordinary shares

Percentage of total issued share capital (excluding treasury shares) (%) (rounded to 3 d.p.)

Danuta Gray

18,861

0.008

Sarwjit Sambhi

38,744

0.017

Robert Jan Hudson

210,253

0.094

Ian Alan Bull

42,500

0.019

Jameson Paul Hopkins

12,564

0.006

Jenefer Dawn Greenwood

10,359

0.005

Sarah Jane Whitney

17,371

0.008

Simon William Clarke

2,691,657

1.209

 

 

(b) Interests in St. Modwen Properties PLC's ordinary shares of 10 pence each held by directors pursuant to St. Modwen Properties PLC's share plans and incentive schemes

 

Director

Description

No. of Options

Date of grant

Exercise Period

Exercise price

Robert Hudson

PSP option

40,092

20-Mar-18

20/03/21 - 19/03/28

nil

PSP option

125,802

20-Feb-19

20/02/22 - 19/02/29

nil

PSP option

125,979

11-Mar-20

11/03/23 - 10/03/30

nil

SAYE option

4,545

13-Aug-18

01/10/23 - 31/03/24

330p

Sarwjit Sambhi

PSP option

271,903

26-Apr-21

26/04/24 - 25/04/31

nil

 

 

 

(c) Interests of close relatives and related trusts of directors of St. Modwen Properties PLC in St. Modwen Properties PLC's ordinary shares of 10 pence each

 

Name

Number of ordinary shares

Percentage of total issued share capital (excluding treasury shares) (%) (rounded to 3 d.p.)

David Whitney

3,061

0.001

Jane Louise Gerard-Pearse

3,795,658

1.705

Sally Ann Hayward

3,774,657

1.696

Trust for the benefit of the grandchildren of Sir Stanley and Lady Hilda Clarke

849,567

0.382

Mary Elizabeth MacGregor

3,816,657

1.714

Charles Hayward

3,450

0.002

Angus William Hayward

33,500

0.015

Eleanor Louise Hayward

33,500

0.015

Georgina Rose Hayward

33,500

0.015

Matthew William Clarke

33,500

0.015

Emily Bess Gerard-Pearse

33,500

0.015

Annabel Iona Gerard-Pearse

33,500

0.015

Fergus Duncan MacGregor

33,500

0.015

Holly Clarke (held on trust)

12,500

0.006

 

 

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:

19 May 2021

Contact name:

Lisa Minns

Telephone number:

0121 222 9400

 

 

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.

 

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END
 
 
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