REPLACEMENT Form 8 (OPD) Offeree - Quintain

RNS Number : 6340V

Quintain Estates & Development PLC

10 August 2015

 



FORM 8 (OPD)

REPLACEMENT

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rule 8.2 of the Takeover Code (the "Code"), originally issued on 29 July 2015

Please see additional disclosure in Section 3(d)

1.         KEY INFORMATION

(a) Full name of discloser:	QUINTAIN ESTATES AND DEVELOPMENT 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	QUINTAIN ESTATES AND DEVELOPMENT PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	29 JULY 2015
(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"	N/A

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

3 (a)     Directors' beneficial interests in Quintain ordinary shares

            (including shares held in the Quintain 2014 Share Incentive Plan Trust)

Director's Name	Number of shares	% of issued share capital
William Rucker	478,724	0.0910%
Peter Dixon	20,000	0.0038%
Maxwell James	45,243	0.0086%
Nigel Kempner	1,020,670	0.1940%
Rosaleen Kerslake	12,720	0.0024%

3 (b)     Directors' interests in awards of ordinary shares under Quintain's share plans

Quintain Incentive Plan 2013

Director's Name	Number of shares subject to award	Date of Award	Exercise price per share	Normal vesting date
Maxwell James	539,585	22 July 2013	Nil	22 July 2016
Maxwell James	344,489	23 May 2014	Nil	23 May 2017
Maxwell James	212,893	22 May 2015	Nil	22 May 2018
Maxwell James	520,034	22 May 2015	Nil	May 2016
Nigel Kempner	380,477	22 July 2013	Nil	22 July 2016
Nigel Kempner	242,909	23 May 2014	Nil	23 May 2017
Nigel Kempner	221,897	22 May 2015	Nil	22 May 2018
Nigel Kempner	438,472	22 May 2015	Nil	May 2016

Buy-out agreement dated 20 January 2015

Director's Name	Number of shares subject to award	Date of Award	Exercise price per share	Normal vesting date
Simon Carter	440,000	20 Jan 2015	Nil	14 Sept 2015
Simon Carter	268,888	20 Jan 2015	Nil	26 May 2016
Simon Carter	268,888	20 Jan 2015	Nil	26 May 2017

3 (c)      Other rights to subscribe for Quintain shares

Grafton Loan Notes redemption and subscription agreement

Director's Name	No. of shares	Subscription date	Subscription Price
Nigel Kempner	123,292	29 July 2015	£0.55

3 (d)     Interests of Quintain Group Employee Benefit Trust in Quintain Shares

Name of Trust	No. of shares	Percentage of issued share capital
Barclays Wealth Trustees (Guernsey) Limited, as trustees of the Quintain Group Employee Benefit Trust	1,894,531	0.36%

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:	10 August 2015
Contact name:	Sandra Odell, Company Secretary
Telephone number:	[phone]

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 disclosure requirements on [phone].

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

 

END

 

 

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