Form 8 (OPD) Crest Nicholson Holdings plc

Crest Nicholson Holdings PLC

26 June 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:	Crest Nicholson Holdings 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	Crest Nicholson Holdings plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	26 JUNE 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"	NO

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 £0.05 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:	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 Crest Nicholson Holdings plc (Crest Nicholson) held by directors (together with their close relatives and related trusts of any of them): Director Ordinary Shares of £0.05 in Crest Nicholson Percentage of issued share capital* Iain Ferguson ** 150,000 0.05% Octavia Morley *** 5,600 0.00% David Arnold **** 15,250 0.00% Martyn Clark 11,621 0.00% *Percentages are calculated on the basis of 256,920,539 ordinary shares of £0.05 each in issue as of the share register dated 31 May 2024. ** 120,000 ordinary shares of £0.05 in Crest Nicholson held by spouse (Catherine Ferguson) (representing a 0.04% shareholding). *** 5,600 ordinary shares of £0.05 in Crest Nicholson held by spouse (Edward Brett) (representing a 0.00% shareholding). **** 13,750 ordinary shares of £0.05 in Crest Nicholson held by spouse (Caroline Arnold) (representing a 0.00% shareholding). (b)  Share options in Crest Nicholson held by directors (together with their close relatives and related trusts of any of them): Crest Nicholson has granted (i) nil-cost share options to certain directors under a long-term incentive plan (LTIP), (ii) nil-cost share options under a replacement long-term incentive plan (Replacement LTIP), and (iii) nil-cost share options under a replacement deferred-bonus plan (the DBP). Name Scheme Date of Grant Number of shares in the capital of Crest Nicholson under option Exercise price per Crest Nicholson share Date of expiry / final exercise date Date fully vested Bill Floydd LTIP 5 February 2024 287,301 Nil 5 February 2034 4 February 2027 Martyn Clark LTIP 17 June 2024 498,628 Nil 17 June 2034 16 June 2027 Martyn Clark Replacement LTIP 17 June 2024 224,909 Nil 17 June 2034 2 May 2026 Martyn Clark Replacement LTIP 17 June 2024 138,037 Nil 17 June 2034 8 March 2025 Martyn Clark DBP 17 June 2024 97,544 Nil 17 June 2034 1 March 2026

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 June 2024
Contact name:	Penny Thomas
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.

 

END