Form 8 (OPD) - Next Fifteen Communications Grou...

Form 8 (OPD) - Next Fifteen Communications Group plc

Next Fifteen Communications Plc

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:	Next Fifteen Communications Group 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.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Next Fifteen Communications Group plc (offeror)
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held: The latest practicable date prior to the disclosure	26 May 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”	NO M&C Saatchi 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:	Ordinary Shares of 2.5 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) Shares held by directors of Next Fifteen Communications Group plc and their related persons

Name	Number of Ordinary Shares	% of total issued share capital (to 3 d.p.)
Peter Harris	386,128	0.394
Timothy Dyson	5,000,000	5.104
Jonathan Peachey(1)	3,171	0.003
Penelope Ladkin-Brand	85,118	0.869

(1) Includes interests held by Jonathan Peachey's parents and children

(b) Directors' rights to subscribe for Next Fifteen Communications Group plc shares under Next Fifteen Communications Group plc long term investment plan ("LTIP") performance awards

Name	Description, class and number of securities under the LTIP performance awards	Date of grant
Peter Harris	15,073	02.05.2017
	24,141	10.04.2018
	23,880	26.04.2019
	85,174	30.07.2020
	41,065	06.05.2021
	19,097	28.06.2021
Tim Dyson	32,519	02.05.2017
	53,615	10.04.2018
	52,032	26.04.2019
	186,423	30.07.2020
	81,557	06.05.2021
	37,688	28.06.2021
Jonathan Peachey	29,567	26.04.2019
	63,274	30.07.2020
	32,354	06.05.2021
	15,045	28.06.2021

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:	26 May 2022
Contact name:	Mark Sanford
Telephone number:	[phone]

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 [phone].

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220526005581/en/