Form 8 (DD) - International Distribution Services

International Distribution Svcs PLC

05 June 2024

 

FORM 8 (DD)

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	Martin Seidenberg
(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	International Distribution Services plc
(d) Status of person making the disclosure:      e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)	Person acting in concert with the offeree (International Distribution Services plc)
(e) Date dealing undertaken:	4 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"	N/A

2.         POSITIONS OF THE PERSON 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 following the dealing

Class of relevant security:
	Interests		Short positions
	Number	%*	Number	%
(1) Relevant securities owned and/or controlled:	71,437**	0.00%	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:	71,437	0.00%	Nil	Nil

* Percentages are rounded down to two decimal places.

**This includes 9,800 ordinary shares held jointly by Martin Seidenberg and his close relative.

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 (including directors' and other employee options)

Class of relevant security in relation to which subscription right exists:

International Distribution Services plc ordinary shares of £0.01 each

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

Share plan Grant date Number of International Distribution Services plc ordinary shares of £0.01 each under option or subject to award Exercise price (per share) (£)* Vesting date Expiry date* Long Term Incentive Plan ("LTIP") 12/08/2021 147,098 N/A 12/08/2024 N/A Deferred Share Bonus Plan ("DSBP") 28/07/2022 79,870 N/A 28/07/2025 N/A LTIP 01/09/2022 288,888 N/A 01/09/2025 N/A DSBP 31/07/2023 83,332 N/A 31/07/2026 N/A LTIP 31/07/2023 778,440 N/A 31/07/2026 N/A LTIP 04/06/2024 426,103 N/A 04/06/2027 N/A DSBP 04/06/2024 75,795 N/A 04/06/2027 N/A *Directors' share awards are structured as conditional share awards (not options). These involve shares being transferred to the directors automatically following the vesting date without the need for the director to exercise before a separate expiry date and no payment will be required from the directors at vesting. Exercise price and expiry date are, therefore, not applicable.

3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a)        Purchases and sales

(i)         Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)

Class of relevant security	Purchase/sale	Number of securities	Price per unit
N/A	N/A	N/A	N/A

(ii)        Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser

Class of relevant security	Purchases/ sales	Total number of securities	Highest price per unit paid/received	Lowest price per unit paid/received
N/A	N/A	N/A	N/A	N/A

(b)        Cash-settled derivative transactions

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit
N/A	N/A	N/A	N/A	N/A

(c)        Stock-settled derivative transactions (including options)

(i)         Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

(ii)        Exercise

Class of relevant security	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit
N/A	N/A	N/A	N/A	N/A

(d)        Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)
International Distribution Services plc ordinary shares of £0.01 each	Grant of new conditional share award under the International Distribution Services plc Long Term Incentive Plan.	Grant of a conditional share award over 426,103 shares under the International Distribution Services plc Long Term Incentive Plan. The award is structured as a conditional award of shares and will ordinarily vest three years from the date of grant, subject to achievement of the applicable performance conditions.	Nil
International Distribution Services plc ordinary shares of £0.01 each	Grant of new conditional share award under the International Distribution Services plc Deferred Share Bonus Plan.	Grant of a conditional share award over 75,795 shares under the International Distribution Services plc Long Term Incentive Plan. The award is structured as a conditional award of shares and will ordinarily vest on 4 June 2027.	Nil

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 or person acting in concert making the disclosure and any other person: 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 or person acting in concert making the disclosure 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:	5 June 2024
Contact name:	Mark Amsden, Group General Counsel and 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 dealing disclosure requirements on [phone].

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

 

END