Form 8 (OPD) Capital & Regional

RNS Number : 6677N

Capital & Regional plc

25 September 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:	Capital & Regional 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	Capital & Regional plc
(d) Is the discloser the offeror or the offeree?	OFFEROR / OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	24 September 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 / NO / N/A If YES, specify which:

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	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

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

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 of directors of Capital & Regional plc in Capital & Regional plc's ordinary shares of 1pence each Name Number of ordinary shares of 1 pence each Percentage of total issued share capital (%) (excluding any shares held under option) Hugh Scott-Barrett 3,540,000 0.49 Lawrence Hutchings 79,790 0.01 Stuart Wetherly 229,956 0.03 Tony Hales 600,000 0.08 Wessel Hamman - - Ian Krieger 103,133 0.01 Louis Norval* 135,913,866 18.71 Laura Whyte 78,852 0.01 * The total beneficial interest of Louis Norval is held by Louis Norval and his associates. (b)  Details of awards granted to the directors of Capital & Regional plc outstanding Name Description of Award Date of Grant Number of ordinary shares of 1 pence each subject to the outstanding awards Hugh Scott-Barrett LTIP 23 August 2016 283,068* Hugh Scott-Barrett DBSP 23 May 2017 225,040 Lawrence Hutchings LTIP 19 April 2017 1,260,504* Lawrence Hutchings LTIP 18 April 2018 1,429,906* Lawrence Hutchings DBSP 12 April 2019 56,361 Stuart Wetherly LTIP 14 August 2014 61,242 Stuart Wetherly LTIP 23 August 2016 226,890* Stuart Wetherly LTIP 19 April 2017 238,757* Stuart Wetherly LTIP 18 April 2018 273,813* *Maximum possible award.  Actual vesting subject to achievement of relevant performance criteria at end of performance period. (c)  Interests in ordinary shares of Capital & Regional plc held by other concert parties of Capital & Regional Plc Name Number and position in respect of ordinary shares of 1 pence each Percentage of total issued share capital (%) J.P. Morgan Chase Bank (Custody) 11 0.00 (d)  Interests in ordinary shares of Capital & Regional plc held by Capital & Regional Employee Share Option Trust Name Number and position in respect of ordinary shares of 1 pence each Percentage of total issued share capital (%) Capital & Regional Employee Share Option Trust 224,274 0.03 Lancaster Court (Hove) Limited 41,945 0.01

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)	YES/NO
Supplemental Form 8 (SBL)	YES/NO

Date of disclosure:	25 September 2019
Contact name:	Stuart Wetherly Group Finance Director
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

 

 

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