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Opening Position Disclosure

31st Mar 2022 15:57

RNS Number : 8305G
Ted Baker PLC
31 March 2022
 

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:

Ted Baker 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

Ted Baker plc

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

30 March 2022

(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:

Ted Baker plc directors

 

a) The following directors of Ted Baker plc and their connected persons have the interests in Ted Baker plc set out below:

 

Name of Ted Baker plc director / Close Relative / Related Trust

Position

Number of ordinary shares

Percentage holding of Ted Baker plc's issued share capital (to three decimal places)

Helena Feltham

Interim Chair Non-Executive Director

33,333

0.018

Rachel Osborne

Chief Executive Officer

33,333

0.018

Marcus Dench

Chief Financial Officer

1,057

0.001

Andrew Jennings

Independent Non-Executive Director

Shares held directly

33,333

0.018

Shares held by Karen Jennings

905

0.000

Shares held through KJ2604 Trust

4,100

0.002

Jonathan Kempster

Independent Non-Executive Director

33,333

0.018

TOTAL

139,394

0.075

 

b) The following directors of Ted Baker plc have rights to the scheme interests set out below:

 

Long-Term Incentive Plan: nil cost options subject to performance conditions

 

Ted Baker plc director

Position

Maximum number of ordinary shares awarded (not reflecting dividend equivalents)

Date of grant

Share price at grant

Vesting date

Lapse date

Rachel Osborne

Chief Executive Officer

1,413,189

4 Sept 2020

£1.1145

4 Sept 2023

4 Sept 30

583,031

3 Aug 2021

£1.3507

3 Aug 2024

3 Aug 2031

Marcus Dench

Chief Financial Officer

14,176

 

17 Mar 2022

 

£1.058094

 

6 Sept 2022

 

17 Mar 2032

 

56,706

 

17 Mar 2022

£1.058094

 

6 March 2025

17 Mar 2032

 

 

Persons deemed to be acting in concert with Ted Baker plc

 

c) The following interests are held by persons deemed to be acting in concert with Ted Baker plc: 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:

31 March 2022

Contact name:

Rishi Sharma

Telephone number:

+44 (0)207 756 8059

 

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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