Form 8 (OPD) - Ascential plc

Ascential PLC

05 August 2024

 

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:	Ascential 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	Ascential plc
(d) Is the discloser the offeror or the offeree?	Offeree
(e) Date position held:      The latest practicable date prior to the disclosure	23 July 2024
(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:	Ordinary Shares of 1.7 peach
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	Nil	Nil	Nil
(2) Cash-settled derivatives:	Nil	Nil	Nil	Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil	Nil	Nil
TOTAL:	Nil	Nil	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:	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:

Interests of directors Ascential plc ordinary shares held by directors of Ascential plc: Name Number of Ascential Shares Percentage of Ascential existing issued ordinary share capital Scott Forbes 131,883 0.06% Philip Thomas 182,3461 0.08% Mandy Gradden 249,669 0.12% Suzanne Baxter 2,941 0.00% Judy Vezmar 29,411 0.01% Rita Clifton 6,470 0.00% 1 Includes 26,470 shares held by Philip Thomas' close relative. Interests held as options or awards by directors of Ascential plc in ordinary shares of Ascential plc: I.          Philip Thomas: A. Ascential Executive Performance Share Plan No. of Options/Awards Date of grant Vesting Date Exercise price 234,548 01/09/2021 01/09/2024 nil 320,072 28/12/2023 28/12/2026 nil 369,662 18/04/2024 18/04/2027 nil D. Ascential plc Employee Share Incentive Plan No. of Awards Date of grant Release Date Exercise price 6892 13/08/20213 13/08/2024 nil 300 27/06/2024 27/06/2027 nil 2 Reflects: (1) the original grant of Free Shares on 13 August 2021; (2) Additional Dividend Shares allotted as dividend equivalents in accordance with the rules of the SIP scheme; and (3) share consolidation. 3 Release date applies to the grant of Free Shares on 13 August 2021. Additional Dividend Shares allotted will be released three years after the date of their respective grant. II.         Amanda Gradden: A. Ascential Executive Performance Share Plan No. of Options/Awards Date of grant Vesting Date Exercise price 225,229 01/10/2020 01/10/2024 nil 25,816 01/09/2021 01/09/2024 nil 244,545 06/04/2022 06/04/2025 nil 312,710 23/02/2023 23/02/2026 nil 74,349 28/12/2023 28/12/2026 nil 278,480 18/04/2024 18/04/2027 nil B. Ascential Executive Deferred Annual Bonus Plan No. of Options/Awards Date of grant Vesting Date Exercise price 20,709 01/10/2020 01/10/2023 nil 76,287 06/04/2022 06/04/2025 nil 49,859 15/04/2023 15/04/2026 nil 75,310 18/04/2024 18/04/2027 nil C. Ascential Employee Savings Related Share Option Plan UK No. of Options Date of grant Vesting Date Exercise price 9,944 07/10/2022 01/11/2025 1.81 D. Ascential plc Employee Share Incentive Plan No. of Awards Date of grant Release Date Exercise price 5064 10/03/20165 10/03/2019 nil 300 27/06/2024 27/06/2027 nil 4 Reflects: (1) the grant of Free Shares on 10 March 2016; (2) Additional Dividend Shares allotted as dividend equivalents in accordance with the rules of the SIP scheme; and (3) share consolidation. 5 Release date applies to the grant of Free Shares on 10 March 2016. Additional Dividend Shares allotted will be released three years after the date of their respective grant. Interests of connected advisers Please refer to Supplemental Form 8 (SBL) annexed to this disclosure in respect of certain securities borrowing and lending arrangements to which Goldman Sachs Bank Europe SE is party.

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)	YES

Date of disclosure:	5 August 2024
Contact name:	Naomi Howden, Company Secretary
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.

SUPPLEMENTAL FORM 8 (SBL)

DETAILS OF SECURITIES BORROWING AND LENDING AND

FINANCIAL COLLATERAL ARRANGEMENTS BY

PARTIES TO AN OFFER AND PERSONS ACTING IN CONCERT

Note 5(l) on Rule 8 of the Takeover Code (the "Code")

1.         KEY INFORMATION

Full name of person making disclosure:	GOLDMAN SACHS BANK EUROPE SE
Name of offeror/offeree in relation to whose relevant securities this form relates:	ASCENTIAL PLC

2.         SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL POSITIONS

Class of relevant security:	1.7p ordinary
	Number	%
Securities borrowed:	5,608	0.00
Securities lent (including securities subject to a security financial collateral arrangement with right of use or a title transfer collateral arrangement):	5,616	0.00

Details of borrowed relevant securities which have been either on-lent or sold do not need to be disclosed.

3.         SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL TRANSACTIONS

Class of relevant security	Nature of transaction e.g. securities lending/borrowing, delivery/receipt of recalled securities, entering into financial collateral arrangement with right of use, entering into title transfer collateral arrangement etc.	Number of securities

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.

 

END