18th Apr 2017 18:28
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: | WS ATKINS 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 | WS ATKINS PLC |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 17 APRIL 2017 |
(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:
| WS Atkins plc 0.5 pence ordinary shares | |||
| Interests | Short positions | ||
Number | %1 | 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 | - |
1 Percentage calculations are based on WS Atkins plc's total number of ordinary shares in issue as at 17 April 2017, the latest practicable date prior to the disclosure, being 100,110,799 (excluding shares held in treasury).
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: | NONE |
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 WS Atkins plc in WS Atkins plc's ordinary shares of 0.5 pence each
1 Gretchen Watkins and her spouse, Earl Jacob Watkins, hold the beneficial interest jointly.
(b) Interests in WS Atkins plc's ordinary shares of 0.5 pence each held by directors pursuant to WS Atkins plc's share plans and incentive schemes
Atkins Deferred Share Plan
* Share price used to calculate grant. 1 Award would normally have been granted on 26/06/2014, however it was not possible to grant share awards on that date due to WS Atkins plc being in a prohibited period. 2 Share price on 25/06/2014, the intended date of grant, which was used to calculate the level of award.
WS Atkins plc Long Term Incentive Plan
* Subject to the satisfaction of performance criteria ** Share price used to calculate grant 1 Award would normally have been granted on 26/06/2014, however it was not possible to grant share awards on that date due to WS Atkins plc being in a prohibited period. 2 Award is subject to an additional two year holding period after the vesting date.
WS Atkins plc Long-term Growth Unit Plan
* Awards of 50% of salary granted in the form of units calculated using the preceding six month average share price at grant. ** The preceding 6 month average share price at grant (the "Long-term Growth Unit Base Value"). *** Unit value on exercise is equal to the difference between the preceding 6 month average share price at exercise and the preceding 6 month average share price at grant. On exercise, the unit value is converted into shares based on the share price at the date of exercise. 1 Average market value of a share at exercise is normally the preceding 6 month average share price at exercise. However, in the event of a takeover, the plan rules provide discretion to deem the offer price to be the average market value of a share at exercise.
(c) Interests of close relatives and related trusts of directors of WS Atkins plc in WS Atkins plc's ordinary shares of 0.5 pence each
(d) Employee benefit trust holdings of WS Atkins plc's ordinary shares of 0.5 pence each
(e) Interests of connected advisers of WS Atkins plc
(i) JPMorgan Chase Bank, N.A.
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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: | 18 April 2017 |
| Contact name: | Richard Webster |
| Telephone number: | +44(0)20 7121 2600
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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:
ATK.L