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Form 8 (OPD) Studio Retail Group plc

18th Dec 2020 17:56

RNS Number : 2397J
Studio Retail Group PLC
18 December 2020
 

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:

Studio Retail 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

Studio Retail Group plc

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

18 December 2020

(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:

 

 

 

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 held by directors of Studio Retail Group plc (and their close relatives and related trusts) in Studio Retail Group plc ordinary shares

 

Name

Number of ordinary shares in the capital of Studio Retail Group plc

Percentage of issued share capital (excluding share options)

Ian Burke

60,000

0.069%

Paul Kendrick

15,175

0.017%

Phil Maudsley

292,436

0.337%

Stuart Caldwell

52,359

0.060%

Greg Ball

18,570

0.021%

Elaine O'Donnell

9,722

0.011%

Clare Askem

Nil

Nil

Francois Coumau

40,558

0.047%

 

 

(b) Outstanding awards of directors of Studio Retail Group plc over Studio Retail Group plc ordinary shares

 

 

Name

Studio Retail Group plc share plan

Date of grant

Expected first date of exercise

Expiry date

Number of ordinary shares in respect of which option granted

Paul Kendrick

Findel Performance Share

2016

04.07.2017

13.06.2018

12.06.2019

01.09.2020

04.07.2020

13.06.2021

12.06.2022

01.09.2023

03.07.2021

12.06.2022

12.06.2023

01.09.2025

51,039

83,485

96,000

141,357

Phil Maudsley

Findel Performance Share

 2016

04.07.2017

13.06.2018

12.06.2019

01.09.2020

04.07.2020

13.06.2021

12.06. 2022

01.09.2023

03.07.2021

12.06.2022

12.06.2023

01.09.2025

104,361

153,285

172,200

178,216

Stuart Caldwell

Findel Performance Share

 2016

20.07.2017

13.06.2018

12.06.2019

01.09.2020

20.07.2020

13.06.2021

12.06.2022

01.09.2023

19.07.2021

12.06.2022

12.06.2023

01.09.2025

67,557

91,241

108,000

111,773

 

 

(c) Interest and short positions held by connected advisers of Studio Retail Group plc

 

Financial adviser and broker

Number of ordinary shares

Stifel Nicolaus Europe Limited

Nil

Nplus 1 Singer Advisory LLP

Nil

 

 

(d) Interest held by other persons presumed to be acting in concert with Studio Retail Group plc

 

Name

Number of ordinary shares in the capital of Studio Retail Group plc

Percentage of issued share capital (excluding share options)

Equity Trust (Jersey) Limited (in its capacity as the trustee of the Fine Art Developments Employee Trust)

539,808

0.62%

 

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:

18 December 2020

Contact name:

Mark Ashcroft, Company Secretary

Telephone number:

+ 44(0)161 303 3465

 

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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