19th Nov 2020 15:10
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: | Urban&Civic 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. |
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Urban&Civic plc |
(d) Is the discloser the offeror or the offeree? | Offeree |
(e) Date position held: The latest practicable date prior to the disclosure | 18 November 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
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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 20 pence each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | 0.00 | Nil | 0.00 |
(2) Cash-settled derivatives:
| Nil | 0.00 | Nil | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0.00 | Nil | 0.00 |
TOTAL: | Nil | 0.00 | Nil | 0.00 |
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) Shares held by the directors of Urban&Civic plc
| ||
Name | Number of Ordinary Shares (excluding shares under option) of 20 pence each in the Offeree interested in | Percentage of total issued share capital (%) (excluding shares held in treasury) of the Offeree
|
Alan Dickinson | 100,000 | 0.069 |
Nigel Hugill | 1,371,173 | 0.944 |
Robin Butler | 1,423,265 | 0.980 |
David Wood | 279,702 | 0.193 |
Ian Barlow | 142,272 | 0.098 |
June Barnes | 25,080 | 0.017 |
Sanjeev Sharma | 8,018 | 0.006 |
William Holland | 6,000 | 0.004 |
Rosemary Boot | 17,496 | 0.012 |
Jon Di-Stefano | 4,000 | 0.003 |
(b) Awards granted to the directors of Urban&Civic plc outstanding
| |||||
Name | Description of Award | Date of Grant | Number of Ordinary Shares of 20 pence each subject to the outstanding awards | Vesting date - Normal lapse date | Exercise price per Ordinary Share |
Nigel Hugill | PSP award | 30 Sep 14 | 58,223 | 30 Sept 2017 to 29 Sept 2024 | £0.20 |
PSP award | 21 Jun 16 | 96,250 | 30 Sept 2018 to 20 Jun 2026 | nil | |
PSP award | 07 Dec 16 | 280,019 | 30 Sept 2019 to 6 Dec 2026 | nil | |
PSP award | 08 Feb 18 | 417,330[1] | 30 Sept 2020- 7 Feb 2028 | nil | |
PSP award | 07 Dec 18 | 451,953[2] | 30 Dec 2021 to 6 Dec 2028 | nil | |
PSP award | 06 Dec 19 | 327,302[3] | 30 Sept 2022 to 5 Dec 2029 | nil | |
Deferred Bonus shares | 31 Mar 17 | 51,039[4] | 8 Dec 2018 to 30 March 2027 | nil | |
Deferred Bonus shares | 05 Dec 17 | 80,935[5] | 5 Dec 2019 to 4 Dec 2027 | nil | |
Robin Butler | PSP award | 21 Jun 16 | 96,250 | 30 Sept 2018 to 20 Jun 2026 | nil |
PSP award | 07 Dec 16 | 280,019 | 30 Sept 2019 to 6 Dec 2026 | nil | |
PSP award | 08 Feb 18 | 417,330[6] | 30 Sept 2020 to 7 Feb 2028 | nil | |
PSP award | 07 Dec 18 | 451,953[7] | 30 Dec 2021 to 6 Dec 2028 | nil | |
PSP award | 06 Dec 19 | 327,302[8] | 30 Sept 2022 to 5 Dec 2029 | nil | |
Deferred Bonus shares | 05 Dec 17 | 80,935[9] | 5 Dec 2019 to 4 Dec 2027 | nil | |
David Wood | PSP award | 08 Feb 18 | 262,280[10] | 30 Sept 2020 to 7 Feb 2028 | nil |
PSP award | 07 Dec 18 | 180,773[11] | 30 Dec 2021 to 6 Dec 2028 | nil | |
PSP award | 06 Dec 19 | 157,098[12] | 30 Sept 2022 to 5 Dec 2029 | nil | |
(c) Interests held by connected advisers of Urban&Civic plc
| |
Name of Adviser | Interests held (other than Rule 8 exempt entities) |
J.P. Morgan Cazenove | By J.P. Morgan Chase Bank, N.A. (Custody): 2 (Equity Closed-end Fund (Long))
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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 November 2020 |
| Contact name: | Heather Williams |
| Telephone number: | 020 7509 5589 |
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.
([1]) Includes dividend equivalents of 12,177 Shares.
([2]) Includes dividend equivalents of 8,594 Shares.
([3]) Includes dividend equivalents of 2,287 Shares.
([4]) Includes dividend equivalents of 1,179 Shares.
([5]) Includes dividend equivalents of 1,800 Shares.
([6]) Includes dividend equivalents of 12,177 Shares.
([7]) Includes dividend equivalents of 8,594 Shares.
([8]) Includes dividend equivalents of 2,287 Shares.
([9]) Includes dividend equivalents of 1,800 Shares.
([10]) Includes dividend equivalents of 7,651 Shares.
([11]) Includes dividend equivalents of 3,437 Shares.
([12]) Includes dividend equivalents of 1,097 Shares.
Related Shares:
UANC.L