Form 8 (OPD) - Marlowe plc

RNS Number : 7148H

Marlowe PLC

05 August 2021

 

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:	MARLOWE 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	MARLOWE PLC
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:   The latest practicable date prior to the disclosure	3 August 2021
(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 (RESTORE PLC)

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	0.00	Nil	0.00
(2) Cash-settled derivatives:	Nil	0.00	Nil	0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	0.00	Nil	0.00
TOTAL:	Nil	0.00	Nil	0.00

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 held by the directors of Marlowe plc and their close relatives and related trusts Name: Alex Dacre Nature of interest Number and class of shares % of total issued share capital of Marlowe plc Owns and controls relevant shares 4,654,352 ordinary shares of 50p 6.03 Options over relevant shares (awarded as part of a long term incentive plan) 92,975 options over ordinary shares of 50p each The number of shares is to be determined on vesting on 1 April 2022 N/A Options over relevant shares (awarded as part of a long term incentive plan) 63,380 options over ordinary shares of 50p each The number of shares is to be determined on vesting on 1 April 2023 N/A Nil-cost options over relevant shares (granted as part of an executive incentive plan) Ordinary shares of 50p each The number of shares is to be determined on vesting on 31 March 2026 and is subject to certain performance conditions being satisfied N/A Options over relevant shares (participation in Company SAYE Scheme) 3,913 options over ordinary shares of 50p each, vesting on 1 October 2023 The 2020 SAYE Options have an exercise price, calculated in accordance with the rules of the SAYE Scheme, of 460 pence per 2020 SAYE Option N/A Name: Peter Gaze Nature of interest Number and class of shares % of total issued share capital of Marlowe plc Owns and controls relevant shares 600,925 ordinary shares of 50p 0.78 Name: Charles Skinner Nature of interest Number and class of shares % of total issued share capital of Marlowe plc Owns and controls relevant shares 505,084 ordinary shares of 50p 0.65 Options over relevant shares (participation in Company SAYE Scheme) 3,913 options over ordinary shares of 50p each, vesting on 1 October 2023 The 2020 SAYE Options have an exercise price, calculated in accordance with the rules of the SAYE Scheme, of 460 pence per 2020 SAYE Option N/A Name: Kevin Quinn Nature of interest Number and class of shares % of total issued share capital of Marlowe plc Owns and controls relevant shares 11,200 ordinary shares of 50p 0.01 Options over relevant shares (participation in Company SAYE Scheme) 3,913 options over ordinary shares of 50p each, vesting on 1 October 2023 The 2020 SAYE Options have an exercise price, calculated in accordance with the rules of the SAYE Scheme, of 460 pence per 2020 SAYE Option N/A Name: Mark Adams Nature of interest Number and class of shares % of total issued share capital of Marlowe plc Owns and controls relevant shares 10,617 ordinary shares of 50p 0.01 Options over relevant shares (awarded as part of a long term incentive plan) 41,322 options over ordinary shares of 50p each The number of shares is to be determined on vesting on 1 April 2022 N/A Options over relevant shares (awarded as part of a long term incentive plan) 26,400 options over ordinary shares of 50p each The number of shares is to be determined on vesting on 1 April 2023 N/A Options over relevant shares (participation in Company SAYE Scheme) 3,913 options over ordinary shares of 50p each, vesting on 1 October 2023 The 2020 SAYE Options have an exercise price, calculated in accordance with the rules of the SAYE Scheme, of 460 pence per 2020 SAYE Option N/A

b)  Interests and short positions held by connected advisers of Marlowe plc

No interests, short positions or rights to subscribe are held by Marlowe plc's connected advisers, Cenkos Securities plc, Goldman Sachs International or Joh. Berenberg, Gossler & Co. KG, London Branch, or the persons affiliated with them, who are not exempt principal traders for the purposes of Rule 8 of the Code.

c)  Interests, short positions and rights to subscribe held by other concert parties of Marlowe plc

N/A

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:	5 August 2021
Contact name:	Matthew Allen (Company Secretary)
Telephone number:	02038138493

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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