Form 8 (OPD) (Cenkos Securities Plc)

RNS Number : 0222V

Cenkos Securities PLC

31 March 2023

 

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:	CENKOS SECURITIES 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	CENKOS SECURITIES PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:   The latest practicable date prior to the disclosure	31 MARCH 2023
(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 1p
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	0	0	0	0
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:	0	0	0	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:	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)  Ordinary shares held by the directors of Cenkos Securities plc: Name No of Ordinary Shares Held % of Issued Share Capital Julian Morse (Executive Director) 1,221,556 2.15 Jeremy Osler (Executive Director) 82,945 0.15 Lisa Gordon (Non-Executive Director) 100,000 0.18 Andrew Boorman (Non-Executive Director) 128,152 0.23 Jeremy Miller (Non-Executive Director) 55,000 0.1 (b)  Options and awards granted under Cenkos Securities plc's share plans held by the directors of Cenkos Securities plc: Name Description of award/ option Number of Cenkos Shares Date of Award / Grant Exercise Price Vesting Date from Expiry Date Julian Morse Deferred Bonus Scheme 453,371 177,365 shares based on a 74.0p share price. Awarded on 8 April 2021 276,006 shares based on a 74.5p share price. Awarded on 8 April 2022 n/a n/a 88,682 shares on 8 April 2023 88,683 shares on 8 April 2024 92,002 shares on 8 April 2023 92,002 shares on 8 April 2024 92,002 shares on 8 April 2025 n/a Long Term Incentive Plan 1,460,000 6 April 2021 Nil Paid Options Subject to performance conditions being met 486,666 shares on 6 April 2024 486,667 shares on 6 April 2025 486,667 shares on 6 April 2026 5 April 2031 Company Share Option Plan 40,000 26 March 2021 73.50p Subject to performance conditions being met 26 March 2024 25 March 2031 Save As You Earn 44,698 16 Nov 2020 40.27p 1 Jan 2024 30 June 2024 Jeremy Osler Deferred Bonus Scheme 143,188 43,356 shares based on a 74.0p share price. Awarded on 8 April 2021 99,832 shares based on a 74.5p share price. Awarded on 8 April 2022 n/a n/a 21,678 shares on 8 April 2023 21,678 shares on 8 April 2024 33,277 shares on 8 April 2023 33,277 shares on 8 April 2024 33,278 shares on 8 April 2025 n/a Long Term Incentive Plan 510,000 6 April 2021 Nil Subject to performance conditions being met 170,000 shares on 6 April 2024 170,000 shares on 6 April 2025 170,000 shares on 6 April 2026 5 April 2031 Company Share Option Plan 40,000 26 March 2021 73.50p Subject to performance conditions being met 26 March 2024 25 March 2031 Save As You Earn 44,698 16 Nov 2020 40.27p 1 Jan 2024 June 2024 (c)  Interests (unallocated shares) held by connected employee benefit trusts of Cenkos Securities plc: Name No of Ordinary Shares Held % of Issued Share Capital Apex Financial Services (Trust Company) Limited Services as trustee of the Cenkos Employee Benefit Trust 1,958,252 3.45 Zedra Trust Company (Guernsey) Limited as trustee of the Cenkos Employee Benefit Trust 5,303,524 9.35 TOTAL 7,261,776[1] 12.8 [1] Total represents total number of ordinary shares held within the EBTs which are unallocated under any Cenkos Securities plc incentive schemes and accordingly can be voted by the respective trustees, subject to their discretion, in accordance with the recommendations of Cenkos Securities plc

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:	31 MARCH 2023
Contact name:	JEREMY OSLER
Telephone number:	020 7397 8978

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 .

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