Form 8 (OPD) (Tesco PLC)

RNS Number : 6044W

Tesco PLC

10 February 2017

 

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:	Tesco 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	Tesco PLC
(d) Is the discloser the offeror or the offeree?	Offeror
(e) Date position held:      The latest practicable date prior to the disclosure	9 February 2017
(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	-
(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)   Holdings of directors of Tesco PLC in its ordinary shares Name Number of Tesco Shares Percentage of issued ordinary share capital of Tesco (%) Dave Lewis 99,950 0.0012 Alan Stewart 50,000 0.0006 John Allan 221,020 0.0027 Carole Allan (wife of John Allan) 3,329 0.0000 Mark Armour 25,000 0.0003 Mikael Olsson 5,000 0.0001 TOTAL 404,299 0.0049 b)   Holdings of directors of Tesco PLC in ADRs Name Number of ADRs Equivalent number of Tesco Shares Percentage of issued ordinary share capital of Tesco (%) Deanna Oppenheimer 34,500 103,500 0.0013 Byron Grote 57,900 173,700 0.0021 TOTAL 92,400 277,200 0.0034 c)   Options and awards held by directors of Tesco PLC in its ordinary shares Tesco Savings Related Share Option Scheme (SAYE) Name Grant date Shares in respect of which options granted Exercise price Exercise Date/Period Dave Lewis 18 November 2015 11,920 151.00 pence per share 1 February 2019 to 31 July 2019 Alan Stewart 18 November 2015 11,920 151.00 pence per share 1 February 2019 to 31 July 2019 Tesco Share Incentive Plan Name No. of shares Dave Lewis 1,848 Alan Stewart 1,741 Nil Cost Options Dave Lewis: Name of scheme Grant date Shares in respect of which options granted Exercise price Exercise date/period Performance Share Plan 2011 12 May 2016 2,161,405 Nil cost option 12 May 2019 to 12 May 2026 Performance Share Plan 2011 24 July 2015 1,566,987 Nil cost option 24 July 2018 to 24 July 2025 Executive Incentive Plan 2014 12 May 2016 939,720 Nil cost option 12 May 2019 to 12 May 2026 Executive Incentive Plan 2014 12 May 2016 469,860 Nil cost option The earlier of 12 May 2019 or the resumption of dividend payments to ordinary shareholders, to 12 May 2026 Awards granted under listing rule 9.4.2 (buy-out awards) 24 October 2014 610,089 Nil cost option 14 February 2017 to 24 October 2024 Awards granted under listing rule 9.4.2 (buy-out awards) 24 October 2014 452,265 Nil cost option 17 February 2015 to 24 October 2024 Awards granted under listing rule 9.4.2 (buy-out awards) 24 October 2014 607,940 Nil cost option 18 February 2016 to 24 October 2024 Alan Stewart: Name of scheme Grant date Shares in respect of which options granted Exercise price Exercise date/ period Performance Share Plan 2011 12 May 2016 1,178,948 Nil cost option 12 May 2019 to 12 May 2026 Performance Share Plan 2011 24 July 2015 854,720 Nil cost option 24 July 2018 to 24 July 2025 Executive Incentive Plan 2014 12 May 2016 507,449 Nil cost option 12 May 2019 to 12 May 2026 Executive Incentive Plan 2014 12 May 2016 253,724 Nil cost option The earlier of 12 May 2019 or the resumption of dividend payments to ordinary shareholders, to 12 May 2026 Awards granted under listing rule 9.4.2 (buy-out awards) 6 July 2015 56,950 Nil cost option 6 July 2018 to 6 July 2025 Awards granted under listing rule 9.4.2 (buy-out awards) 24 October 2014 308,543 Nil cost option 23 June 2017 to 24 October 2024 Awards granted under listing rule 9.4.2 (buy-out awards) 24 October 2014 252,873 Nil cost option 18 June 2015 to 24 October 2024 Awards granted under listing rule 9.4.2 (buy-out awards) 24 October 2014 327,085 Nil cost option 24 June 2016 to 24 October 2024

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 February 2017
Contact name:	Robert Welch - 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

 

 

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