Form 8 (OPD) National Express Group PLC (Revised)

RNS Number : 6991O
National Express Group PLC
11 October 2021
 

AMENDMENT - CHANGE TO SECTION 3(C)

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:

NATIONAL EXPRESS GROUP 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

NATIONAL EXPRESS GROUP PLC

(d) Is the discloser the offeror or the offeree?

OFFEROR

(e) Date position held:

  The latest practicable date prior to the disclosure

4 OCTOBER 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

 

STAGECOACH GROUP 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:

 

Ordinary Shares of 5 pence each

 

 

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:

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) Holdings of directors of National Express Group plc in its ordinary shares:

 

Name

Number of National Express Shares

% of issues share capital of National Express

Ignacio Garat

6,100

0.00099%

Chris Davies

253,031

0.04120%

Sir John Armitt

19,195

0.00313%

Jorge Cosmen

47,826

0.00779%

Matthew Crummack

18,844

0.00307%

Karen Geary

14,347

0.00234%

Ana de Pro Gonzalo

4,347

0.00071%

Mike McKeon

20,869

0.00340%

Dr Ashley Steel

32,870

0.00535%

 

  TOTAL:

417,429

0.06798 %

 

(b) Options and awards held by directors of National Express Group plc in its ordinary shares:

 

Long Term Incentive Plan

 

Name

Number of National Express Shares, subject to vesting performance conditions

Ignacio Garat

366,943 (see Note 1 below)

Chris Davies

567,835 (see Note 2 below)

 

  TOTAL:

934,778

Note 1: Award granted on 22 March 2021 with an exercise period of 22 March 2024 to 22 March 2026.

 

Note 2: Awards (a) 271,218 granted on 22 March 2021 with an exercise period of 22 March 2024 to 22 March 2026, (b) 162,993 granted on 12 March 2020 with an exercise period of 12 March 2023 to 12 March 2025, (c) 133,624 15 granted on April 2019 with an exercise period of 15 April 2022 to 15 April 2024.

 

(c) Holdings of close relatives and related trusts of the directors of National Express Group plc in its ordinary shares:

 

Name

Number of National Express Shares

% of issues share capital of National Express

Beverly McGregor (close relative of Sir John Armitt)

5,359

0.00087%

European Express Enterprises Limited

(a company controlled by close relatives of Jorge Cosmen)

71,211,891

(see Note 1 below)

11.59640%

Northern Express Enterprises Limited

(a company controlled by close relatives of Jorge Cosmen)

2,755,624

0.44874%

Professor Karen Steel (close relative of Dr Ashley Steel)

1,488

0.00024%

  TOTAL:

73,974,362

12.04625%

 

Note 1: Security over 26,000,000 of these shares has been granted for the purposes of a loan.

 

 

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 October 2021

Contact name:

Jennifer Myram

Telephone number:

+ 44 (0)7880 472 885

 

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 +44 (0)20 7638 0129.

 

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

 

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