Form 8 (OPD) Reach plc

RNS Number : 4530G

Reach PLC

15 November 2022

 

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:	Reach 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	Reach plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:   The latest practicable date prior to the disclosure	14 November 2022
(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:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	Nil	Nil	Nil
(2) Cash-settled derivatives:	Nil	Nil	Nil	Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil	Nil	Nil
TOTAL:	Nil	Nil	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:	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 of directors of Reach plc in Reach plc's ordinary shares Name Number of ordinary shares Percentage of issued ordinary share capital (excluding ordinary shares held in treasury) Anne Bulford[1] 11,953 0.004% Simon Fuller[2] 47,185 0.015% Priya Guha Nil 0% Steve Hatch[3] 10,207 0.003% David Kelly[4] 10,427 0.003% Jim Mullen 184,803 0.058% Barry Panayi[5] 3,979 0.001% Nick Prettejohn[6] 131,640 0.042% Wais Shaifta Nil 0% Olivia Streatfeild[7] 55,255 0.017% Helen Stevenson[8] 36,496 0.012% (b)  Interests held as options or awards under long-term incentive plans ("LTIP") or share plans of Reach plc by directors of Reach plc Share plan Number of ordinary shares (under option or award) Vesting date Exercise period Exercise price (per share) (£) Jim Mullen 2012 LTIP 1,013,951 4 December 2022 04 December 2022 to 04 March 2025 Nil 2012 LTIP 782,346 27 March 2023 27 March 2023 to 27 June 2025 Nil 2021 LTIP 364,430 11 May 2024 11 May 2024 to 11 November 2024 Nil 2021 LTIP 399,974 11 April 2025 11 April 2025 to 11 October 2025 Nil Restricted Share Plan 34,932 23 March 2023 N/A N/A Restricted Share Plan 85,514 11 April 2025 N/A N/A Sharesave Plan 3,658 01 September 2024 01 September 2024 to 01 March 2025 £2.46 Simon Fuller 2012 LTIP 871,664 11 March 2022 11 March 2022 to 11 June 2025 Nil 2012 LTIP 488,299 27 March 2023 27 March 2023 to 27 June 2025. Nil 2021 LTIP 243,706 11 May 2024 11 May 2024 to 11 November 2024 Nil 2021 LTIP 267,474 11 April 2025 11 April 2025 to 11 October 2025 Nil Restricted Share Plan 15,597 23 March 2023 N/A N/A Restricted Share Plan 36,061 11 April 2025 N/A N/A Sharesave Plan 3,658 01 September 2024 01 September 2024 to 01 March 2025 £2.46 The nil-cost options granted under the 2012 LTIP and 2021 LTIP are subject to performance conditions and are operated in accordance with the plan rules. Jim Mullen's nil-cost option under the 2012 LTIP that is due to vest on 4 December 2022 will automatically vest at 100% (based on the satisfaction of performance conditions as assessed by the Remuneration Committee in February 2022). Simon Fuller's nil-cost option under the 2012 LTIP which vested on 11 March 2022 vested at 100% (based on the satisfaction of performance conditions as assessed by the Remuneration Committee in February 2022).

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:	15 November 2022
Contact name:	Lorraine Clover, Group Company Secretary
Telephone number:	+ 44 (0)207 293 3009

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 .

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[1] Held via James Hay SIPP.

[2] Held in Global Nominee Account with Equiniti

[3] Held via Nucleus Financial (Winterflood Client Nominees Limited)

[4] Held via Hargreaves Lansdown nominee account

[5] Held via Hargreaves Lansdown nominee account

[6] Held via Cazenove

[7] Held via HSBC Direct nominee account

[8] Held via AJ Bell nominee account

 

END

 

 

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