RNS Number : 7314V
Redde PLC
04 December 2019
 

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:

Redde 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

Redde plc (Offeree)

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

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

3 December 2019

(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"

YES

Northgate plc

 

 

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

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:

None

Details, including nature of the rights concerned and relevant percentages:

None

 

 

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 in Redde plc's ordinary shares in which the directors of  Reading plc are interested (including family interests):

 

Class of relevant securities: Ordinary shares of 0.1 pence each

 

Name

Number of shares

Percentage of issued share

capital

Martin Ward

4,004,812

1.305058663

Stephen Oakley

2,032,500

0.662336143

Mark Chessman

89,991

0.029325605

Mark McCafferty

30,000

0.009776179

 

(b)   Options and awards held by directors of Redde plc in ordinary shares of Redde plc:

 

(i)            Options and awards held by Martin Ward

 

Performance Share Plan of Redde plc

 

Date of award

Number of shares

Exercise price

Exercise period / vesting date

2 September 2016

93,324

0.1 pence

To 2 September 2026

8 September 2017

228,287

0.1 pence

30 June 2020 to 8 September 2027

26 September 2018

203,648

0.1 pence

30 Jun 2021 to 26 September 2028

6 September 2019

279,830

0.1 pence

30 June 2022 to 6 September 2029

 

(ii)           Options and awards held by Stephen Oakley

 

Performance Share Plan of Redde plc

 

Date of award

Number of shares

Exercise price

Exercise period / vesting date

2 September 2016

62,739

0.1 pence

To 2 September 2026

8 September 2017

153,470

0.1 pence

30 June 2020 to 8 September 2027

26 September 2018

136,906

0.1 pence

30 Jun 2021 to 26 September 2028

6 September 2019

188,121

0.1 pence

30 June 2022 to 6 September 2029

 

(iii)          Options and awards held by Mark Chessman

 

Performance Share Plan of Redde plc

 

Date of award

Number of shares

Exercise price

Exercise period / vesting date

2 September 2016

25,135

0.1 pence

To 2 September 2026

8 September 2017

61,731

0.1 pence

30 June 2020 to 8 September 2027

26 September 2018

115,207

0.1 pence

30 Jun 2021 to 26 September 2028

6 September 2019

211,073

0.1 pence

30 June 2022 to 6 September 2029

 

Save As You Earn Plan of Redde plc

 

Date of award

Number of shares

Exercise price

Exercise period / vesting date

9 April 2019

21,226

84.8 pence

9 April 2020 to 9 October 2020

 

 

(c)   Interests and short positions of Redde plc connected advisers in ordinary shares of Redde plc:

 

(i)            Cenkos Securities plc 

 

Class of relevant security:



Interest

Short position


Number

%

Number

%

(1) Relevant securities owned and/or controlled:

67,515

0.02200129136

Nil

0

(2) Cash-settled derivatives:

Nil

0

Nil

0

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

0

Nil

0

TOTAL:

67,515

0.02200129136

Nil

0

 

(ii)           J.P. Morgan Securities plc(1)

 

Class of relevant security:



Interest

Short position


Number

%

Number

%

(1) Relevant securities owned and/or controlled:

3

0.00000978

Nil

0

(2) Cash-settled derivatives:

Nil

0

Nil

0

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

0

Nil

0

TOTAL:

3

0.00000978

Nil

0

(1) The interests are held by J.P. Morgan Chase Bank (Custody)

 

(iii)          N 1 Singer Advisory LLP(1)

 

Class of relevant security:



Interest

Short position


Number

%

Number

%

(1) Relevant securities owned and/or controlled:

164,836

0.05371554266

Nil

0

(2) Cash-settled derivatives:

Nil

0

Nil

0

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

0

Nil

0

TOTAL:

164,836

0.05371554266

Nil

0

(1) The interests are held by Nplus1 Singer Capital Markets Limited

 

(d)   Interests and short positions of Redde plc connected advisers in ordinary shares of Northgate plc:

 

(i)            Cenkos Securities plc

 

Class of relevant security:



Interest

Short position


Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

0

Nil

0

(2) Cash-settled derivatives:

Nil

0

Nil

0

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

0

Nil

0

TOTAL:

Nil

0

Nil

0

 

(ii)           J.P. Morgan Securities plc(1)

 

Class of relevant security:



Interest

Short position


Number

%

Number

%

(1) Relevant securities owned and/or controlled:

15

0.00001125851

Nil

0

(2) Cash-settled derivatives:

Nil

0

Nil

0

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

0

Nil

0

TOTAL:

15

0.00001125851

Nil

0

(1) The interests are held by J.P. Morgan Chase Bank (Custody)

 

(iii)          N 1 Singer Advisory LLP

 

Class of relevant security:



Interest

Short position


Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

0

Nil

0

(2) Cash-settled derivatives:

Nil

0

Nil

0

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

0

Nil

0

TOTAL:

Nil

0

Nil

0

 

 

 


 

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:

4 December 2019

Contact name:

Nick Tilley

Telephone number:

03445 170091

 

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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