Rules 8.1 and 8.2 of the Takeover Code

RNS Number : 0077M
Premier Asset Management Group PLC
11 September 2019
 

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:

Premier Asset Management 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.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Premier Asset Management Group PLC

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

OFFEROR / OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

10 September 2019

(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 / NO / N/A

If YES, specify which:

 

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

0.000

Nil

0.000

(2) Cash-settled derivatives:

 

Nil

0.000

Nil

0.000

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

0.000

Nil

0.000

 

     TOTAL:

Nil

0.000

Nil

0.000

 

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 held by directors of Premier Asset Management Group PLC, their close relatives and other presumed concert parties of Premier Asset Management Group PLC:

 

Name

Ordinary Shares

%

Michael Vogel 

3,120,003

2.95

Michael O'Shea

2,438,313

2.30

Catriona O'Shea

791,056

0.75

Neil Macpherson

623,512

0.59

Robert Colthorpe

8,500

0.01

William Smith

10,000

0.01

Luke Wiseman

1,029,937

0.97

The Elcot Fund Limited

15,423,400

14.58

Haydn Carrington

161,088

0.15

Alister Birrell

1,019,463

0.96

Paul Wiseman

154,234

0.15

Paul Tobias

322,176

0.30

Tobias Capital LLC

925,404

0.87

Rysaffe Trustee Company (CI) Limited (1)

4,642,830

4.39

 

(1) These shares are held on trust on behalf of the Premier Asset Management Group Employee Benefit Trust.

 

(B)  Interests held as options by directors of Premier Asset Management Group PLC under its share plans:

 

Name

Ordinary Shares (under option or award)

Vesting Date

Exercise Price (per share)

Michael O'Shea

166,666

7 March 2020

Nil

300,000

10 July 2021

Nil

275,000

23 April 2022

Nil

Total

741,666



Neil Macpherson

100,000

7 March 2020

Nil

115,000

10 July 2021

Nil

115,000

23 April 2022

Nil

Total

330,000



 

 

 

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)

YES/NO

Supplemental Form 8 (SBL)

YES/NO

 

 

Date of disclosure:

11 September 2019

Contact name:

Neil Macpherson

Telephone number:

+44 (0) 1483 30 60 90

 

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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