Form 8 (DD) - London Stock Exchange Group plc

RNS Number : 6052S

London Stock Exchange Group PLC

18 March 2016

 

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:	Raffaele Jerusalmi, Xavier Rolet, David Warren
(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	London Stock Exchange Group 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
(e) Date dealing undertaken:	17 March 2016
(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 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

RAFFAELE JERUSALMI

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	52,130	0.0150%
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:	52,130	0.0150%

XAVIER ROLET

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	519,069	0.1490%
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:	519,069	0.1490%

DAVID WARREN

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	24,342	0.0070%
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:	24,342	0.0070%

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)

RAFFAELE JERUSALMI

Class of relevant security in relation to which subscription right exists:	Ordinary shares
Details, including nature of the rights concerned and relevant percentages:	See below.  0.0553%

Name	Grant Date	Price at Grant	Shares in respect of which options granted	Exercise Date/Period
LTIP (2004)	12-Jun-2013	£13.88	55,530	13-Jun-2016 to 12-Dec-2016
LTIP (2014)	27-Aug-2014	£20.36	58,638	29-Aug-2017 to 28-Feb-2018
LTIP (2014)	2-Apr-2015	£24.47	40,659	3-Apr-2018 to 2-Oct-2018
LTIP (2014)	17-Mar-2016	£28.70	37,860	18-Mar-2019 to 17-Sep-2019

XAVIER ROLET

Class of relevant security in relation to which subscription right exists:	Ordinary shares
Details, including nature of the rights concerned and relevant percentages:	See below.  0.1463%

Name	Grant Date	Price at Grant	Shares in respect of which options granted	Exercise Date/Period
LTIP (2004)	12-Jun-2013	£13.88	165,421	13-Jun-2016 to 12-Dec-2016
LTIP (2014)	27-Aug-2014	£20.36	117,250	29-Aug-2017 to 28-Feb-2018
LTIP (2014)	2-Apr-2015	£24.47	91,949	3-Apr-2018 to 2-Oct-2018
Deferred Bonus Plan	2-Apr-2015	£24.47	22,476	10-Mar-2017 to 9-Sep-2017
SAYE	10-Jan-2014	£11.643291	772	1-Mar-2017 to 31-Aug-2017
SAYE	5-May-2015	£20.42	440	2-Jul-2018 to 31-Dec-2018
LTIP (2014)	17-Mar-2016	£28.70	83,623	18-Mar-2019 to 17-Sep-2019
Deferred Bonus Plan	17-Mar-2016	£28.70	27,874	12-Mar-2018 to 11-Sep-2018

DAVID WARREN

Class of relevant security in relation to which subscription right exists:	Ordinary shares
Details, including nature of the rights concerned and relevant percentages:	See below.  0.0633%

Name	Grant Date	Price at Grant	Shares in respect of which options granted	Exercise Date/Period
LTIP (2004)	12-Jun-2013	£13.88	58,659	13-Jun-2016 to 12-Dec-2016
LTIP (2014)	27-Aug-2014	£20.36	39,989	29-Aug-2017 to 28-Feb-2018
LTIP (2014)	2-Apr-2015	£24.47	52,104	3-Apr-2018 to 2-Oct-2018
Deferred Bonus Plan	2-Apr-2015	£24.47	11,238	10-Mar-2017 to 9-Sep-2018
LTIP (2014)	17-Mar-2016	£28.70	44,555	18-Mar-2019 to 17-Sep-2019
Deferred Bonus Plan	17-Mar-2016	£28.70	13,937	12-Mar-2018 to 11-Sep-2018

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

(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

(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

(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

(ii)        Exercise

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

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

RAFFAELE JERUSALMI

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)
Ordinary shares	Grant of LTIP	LTIP award over 37,860 ordinary shares (see details in 2(b) above)	Nil-cost award

XAVIER ROLET

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)
Ordinary shares	Grant of LTIP	LTIP award over 83,623 ordinary shares (see details in 2(b) above)	Nil-cost award
Ordinary shares	Deferred Bonus Plan grant	Deferred Bonus Plan grant over 27,874 ordinary shares (see details in 2(b) above)	Nil-cost award

DAVID WARREN

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)
Ordinary shares	Grant of LTIP	LTIP award over 44,555 ordinary shares (see details in 2(b) above)	Nil-cost award
Ordinary shares	Deferred Bonus Plan grant	Deferred Bonus Plan grant over 13,937 ordinary shares (see details in 2(b) above)	Nil-cost award

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:	18 March 2016
Contact name:	Lisa Condron
Telephone number:	[phone]

Additional Information

The following additional information is given in relation to the further awards described in paragraph 2(d) above.

Awards under the London Stock Exchange Group Deferred Bonus Plan 2014

On 18 March 2016 London Stock Exchange Group plc was notified that on 17 March 2016 the executive directors noted below who are participating in the London Stock Exchange Group Deferred Bonus Plan 2014 ("DBP 2014") had been granted an award in the form of a nil cost option over the amount of ordinary shares of London Stock Exchange Group plc noted below which will vest on 12 March 2018.

Director	Number of ordinary shares awarded as a nil cost option
Xavier Rolet	27,874
David Warren	13,937

Additionally, on 18 March 2016 London Stock Exchange Group plc was notified that on 17 March 2016 the executive director noted below who participates in the London Stock Exchange Group Deferred Bonus Plan 2014 ("DBP 2014") had been granted a cash award which will vest on 12 March 2018.

Director	Cash Award
Raffaele Jerusalmi	€413,500

Full details of the DBP 2014 are provided in the Directors' Remuneration Report contained within the London Stock Exchange Group plc Annual Report for the financial year ending 31 December 2015 (to be published during week commencing 21 March 2016).

Awards under the London Stock Exchange Long Term Incentive Plan 2014 (the '2014 LTIP')

On 18 March 2016 London Stock Exchange Group plc was notified that on 17 March 2016 the executive directors and senior executives noted below who are participating in the 2014 LTIP had been granted Performance Share awards (the 'Award') in the form of a nil cost option over the amount of ordinary shares (the 'Shares') of London Stock Exchange Group plc noted below.

Director/PDMR	Number of ordinary shares awarded as a nil cost option
Xavier Rolet	83,623
Raffaele Jerusalmi	37,860
David Warren	44,555
Chris Corrado	29,616
Diane Côté	17,421
Serge Harry	16,376
Catherine Johnson	14,372
David Lester	22,648
Mark Makepeace	31,358
Nikhil Rathi	17,421

The actual number of Shares transferred to the executive director or senior executive on the vesting of each of the Award will depend on the extent to which specified corporate performance targets are satisfied over the applicable performance period.

Full details of the 2014 LTIP are provided in the Directors' Remuneration Report contained within the London Stock Exchange Group plc Annual Report for the financial year ending 31 December 2015 (to be published during week commencing 21 March 2016).

Additionally, on 18 March 2016 London Stock Exchange Group plc was notified that on 17 March 2016 the senior executive noted below who is participating in the LCH.Clearnet Group Limited Long Term Incentive Plan had been granted an award in the form of a nil cost option over the amount of ordinary shares of London Stock Exchange Group plc noted below, vesting of which is subject to performance conditions.

PDMR	Number of ordinary shares awarded as a nil cost option
Suneel Bakhshi	28,745

This notification relates to a disclosure made in accordance with Disclosure Rule 3.1.4R(1)(a).

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail].  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

 

 

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