Form 8 (OPD) - Wincanton plc

Wincanton PLC

02 February 2024

 

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:	Wincanton 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	Wincanton plc
(d) Is the discloser the offeror or the offeree?	Offeree
(e) Date position held:      The latest practicable date prior to the disclosure	1 February 2024
(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 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:	Ordinary shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	N/A	-	N/A	-
(2) Cash-settled derivatives:	N/A	-	N/A	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	N/A	-	N/A	-
TOTAL:	N/A	-	N/A	-

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 of subsidiaries, associated companies and companies of which such companies are associated companies N/A b)   Interests held by directors of the Offeree, their close relatives and the related trusts of any of them (excluding options set out below) Name Number of shares Percentage of issued share capital (to two decimal places) Sir Martin Read CBE 58,016 0.04 James Wroath 33,464 0.02 Deborah Lentz 10,022 0.00 John Pattullo OBE 8,000 0.00 Gillian Barr 8,000 0.00 Anthony Bickerstaff 8,000 0.00 Mihiri Jayaweera 8,000 0.00 Thomas Hinton 716 0.00 c)   Awards held by directors of the Offeree, their close relatives and the related trusts of any of them (1) (2) (3) (4) (5) (6) Name Share Plan Date of award No. of ordinary shares of 10 pence in Wincanton under award Exercise price per share (GBP) Normal vesting date Thomas Hinton LTIP 15/08/2022 113,287 Nil 15/08/2025 LTIP 31/07/2023 208,000 Nil 31/07/2026 SIP* N/A 169 Nil Up to January 2029 James Wroath LTIP 02/09/2019 101,689 Nil 02/09/2022 LTIP 30/07/2020 148,785 Nil 31/07/2023 LTIP 30/07/2021 156,186 Nil 30/07/2024 LTIP 15/07/2022 213,461 Nil 15/07/2025 LTIP 31/07/2023 331,172 Nil 31/07/2026 Deferred Bonus Plan 15/07/2022 9,577 Nil 15/07/2024 SIP* N/A 169 Nil Up to January 2029 *SIP shares are held by Equiniti Share Plan Trustees Limited as trustee of the Wincanton Share Incentive Plan Trust. All awards ordinarily vest subject to continued employment to the normal vesting date. The extent to which awards under the LTIPs vest is also subject to the achievement of performance targets. d)   Interests of pensions schemes of the Offeree and associated companies N/A e)   Interests of other persons acting in concert with the Offeree N/A

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:	2 February 2024
Contact name:	Lyn Colloff
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