Form 8 (OPD) - The Restaurant Group plc

Restaurant Group PLC (The)

20 October 2023

 

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:	THE RESTAURANT 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	THE RESTAURANT GROUP PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	19 OCTOBER 2023
(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:	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 held by the directors of The Restaurant Group plc, their close relatives and related trusts Name No. of ordinary shares in The Restaurant Group plc Percentage of total issued share capital* Ken Hanna 200,000 0.02% Andy Hornby 1,072,573† 0.13% Mark Chambers 100,000 0.01% Graham Clemett 58,034 0.00% Helen Keays Nil - Zoe Morgan 51,680 0.00% Loraine Woodhouse 49,834‡ 0.00% *Figures are truncated at two decimal places †751,077 ordinary shares are held directly by Andy Hornby, legally and beneficially. The remaining 321,496 ordinary shares are held by Ocorian Limited as nominee on behalf of Andy Hornby. ‡49,136 ordinary shares are held directly by Loraine Woodhouse, legally and beneficially. The remaining 698 ordinary shares are held by the close relatives of Loraine Woodhouse. (b) Interests held as options or awards under the share plans of The Restaurant Group plc by the directors of The Restaurant Group plc and their close relatives and related trusts Name Number of ordinary shares in The Restaurant Group plc under option or subject to award Share plan under which option or award was granted Date of grant Exercise price (per share) (£) Vesting and exercise periods Andy Hornby 1,511,103 RSP* 12 October 2020 Nil Options vest over a three-year vesting period from grant (subject to satisfaction of underpins and a two-year additional holding period required). Options must be exercised within six months of the vesting date. 496,062 RSP 12 April 2021 Nil 776,049 RSP 21 April 2022 Nil 1,408,089 RSP 12 May 2023 Nil 59,960 SAYE† 24 October 2023 30.02p Options vest over a three-year vesting period from grant and must be exercised within six months of the vesting date. Mark Chambers 959,429 RSP 12 October 2020 Nil Options vest over a three-year vesting period from grant (subject to satisfaction of underpins and a two-year additional holding period required). Options must be exercised within six months of the vesting date. 139,763 RSP 12 April 2021 Nil 214,361 RSP 21 April 2022 Nil 379,842 RSP 12 May 2023 Nil 35,108 SAYE† 8 December 2020 51.27p Options vest over a three-year vesting period from grant and must be exercised within six months of the vesting date. *The Restaurant Group plc's Restricted Share Plan. †The Restaurant Group plc's all employee Save as You Earn (SAYE) scheme.

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:	20 OCTOBER 2023
Contact name:	ANDREW EAMES
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