Form 8 (OPD) - NewRiver REIT plc

NewRiver REIT PLC

06 June 2024

 

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:	NewRiver REIT 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	NewRiver REIT plc
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	5 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"	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 1 pence each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	-	Nil	-
(2) Cash-settled derivatives:	Nil	-	Nil	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	-	Nil	-
TOTAL:	Nil	-	Nil	-

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)        Interests in NewRiver REIT plc's ordinary shares of 1 pence each held by directors of NewRiver REIT plc and their close relatives and related trusts NewRiver REIT plc Director Number of relevant securities owned and/or controlled* %** Lynn Fordham Allan Lockhart Will Hobman Alastair Miller Charlie Parker Colin Rutherford Karen Miller - 520,856 354,955 99,806 11,454 - - - 0.17 0.11 0.30 0.00 - - *Includes interests held by close relatives and related trusts **Figures rounded down to 2 decimal places (B)        Interests under NewRiver REIT plc's share plans held by the directors NewRiver REIT plc and their close relatives and related trusts NewRiver REIT plc Director Share Plan Number of ordinary shares under option/subject to award Grant Date Vesting Date/Exercise Period Exercise Price per Share (£) Allan Lockhart PSP 729,680 7 Sept 2021 7 Sept 2024 (hold period to 7 Sept 2026) Nil Allan Lockhart DBP 174,611 6 July 2022 6 July 2024 Nil Allan Lockhart PSP 624,649 6 July 2022 6 July 2025 (hold period to July 2027) Nil Allan Lockhart DBP 178,912 29 June 2023 29 June 2025 Nil Allan Lockhart PSP 568,655 29 June 2023 29 June 2026 (hold period to 29 June 2028) Nil Will Hobman PSP 318,263 7 Sept 2021 7 Sept 2024 (hold period to 7 Sept 2026) Nil Will Hobman DBP 128,069 6 July 2022 6 July 2024 Nil Will Hobman PSP 431,938 6 July 2022 6 July 2025 (hold period to 6 July 2027) Nil Will Hobman DBP 123,715 29 June 2023 29 June 2025 Nil Will Hobman PSP 393,218 29 June 2023 29 June 2026 (hold period to 29 June 2028) Nil

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:	6 June 2024
Contact name:	Kerin Williams Group 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 disclosure requirements on [phone].

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

 

END