8th Jul 2021 16:33
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: | ULTRA ELECTRONICS HOLDINGS 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 | ULTRA ELECTRONICS HOLDINGS PLC |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 7 July 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:
| Ordinary shares of 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: | 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 the directors of Ultra Electronics Holdings plc, their close relatives and related trusts
¥ This value includes 7 ordinary shares, which were acquired pursuant to standing instructions on 1 July 2021 through the All-Employee Share Ownership Plan, as announced via a PDMR transaction notification on 5 July 2021 ^ This value includes: (1) 6 ordinary shares, which were acquired pursuant to standing instructions on 1 July 2021 through the All-Employee Share Ownership Plan, as announced via a PDMR transaction notification on 5 July 2021; and (2) 66 ordinary shares, which were acquired pursuant to automatic dividend reinvestment instructions on 20 May 2021, as announced via PDMR transaction notification on 8 July 2021.
(b) Interests held as options or awards under the share plans of Ultra Electronics Holdings plc by the directors of Ultra Electronics Holdings plc and their close relatives and related trusts for the purposes of Rule 8 of the Code
* These awards have vested but have not been exercised † Continuing dividend equivalents are awarded upon vesting of these awards ˣ Dividend equivalents are awarded upon vesting of these awards
¥ ^ Simon Pryce and Mark Josceline Sclater each have £150 deduced from their salary on a monthly basis, to satisfy a standing instruction for Equiniti Share Plan Trustees Limited to acquire ordinary shares in Ultra Electronics Holdings on their behalf, at the then current prevailing market rate, in accordance with the rules of the All-Employee Share Ownership Plan
(c) Interests and short positions held by connected advisers of Ultra Electronics Holding plc
NONE
(d) Interests, short positions and rights to subscribe held by other presumed concert parties of Ultra Electronics Holdings
NONE |
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: | 8 July 2021 |
| Contact name: | Louise Ruppel, General Counsel and Company Secretary |
| Telephone number: | +44 (0)20 8813 4309 |
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:
ULE.L