Form 8 (OPD) - Gresham House plc

Gresham House PLC

28 July 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:	Gresham House 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	Gresham House plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	27 July 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:	None
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 Gresham House plc ordinary shares of 25 pence each by the directors of Gresham House plc and their close relatives: Name Number of Gresham House plc ordinary shares held % of total issued share capital (excluding shares under option) Anthony Townsend 34,855 0.09% Anthony Dalwood 915,342 2.39% Kevin Acton 227,830 0.59% Gareth Davis 16,400 0.04% Rachel Beagles 10,975 0.02% Sarah Ing 4,000 0.01% Simon Stilwell 16,000 0.04% (b)  Interests of the directors of Gresham House plc held as options or awards under the share plans of Gresham House plc: Name Scheme Date of grant Exercise price (£) Vesting date Number of Gresham House plc ordinary shares Anthony Dalwood 2020 LTIP* 23/12/2020 Nil 23/12/2024 924,016 Anthony Dalwood Bonus Share Matching Plan 2018** 04/02/2021 Nil 04/02/2024 25,526 Anthony Dalwood Bonus Share Matching Plan 2018** 15/03/2022 Nil 15/03/2025 23,101 Anthony Dalwood Bonus Share Matching Plan 2018** 18/07/2023 Nil 12/04/2026 26,504 Anthony Dalwood Sharesave Plan 07/04/2022 £6.656 01/06/2025 2,704 Kevin Acton 2020 LTIP* 23/12/2020 Nil 23/12/2024 469,116 Kevin Acton Bonus Share Matching Plan 2018** 04/02/2021 Nil 04/02/2024 25,526 Kevin Acton Bonus Share Matching Plan 2018** 15/03/2022 Nil 15/03/2025 23,101 Kevin Acton Bonus Share Matching Plan 2018** 18/07/2023 Nil 12/04/2026 26,504 Kevin Acton Sharesave Plan 07/04/2022 £6.656 01/06/2025 2,704 (c)  Interests held by other persons presumed to be acting in concert with Gresham House plc: Name Number of Gresham House plc ordinary shares held % of total issued share capital Baronsmead Venture Trust plc 39,212 0.10% Baronsmead Second Venture Trust plc 47,926 0.12%

*Options to acquire ordinary shares that are expected to vest if the offer for Gresham House plc completes at an acquisition price of £11.05.

**Number of ordinary shares under the Bonus Share Matching Plan 2018 includes awards deferred by the participants, matched shares assuming performance conditions are met, and dividend equivalent shares.

Note: Anthony Dalwood's disclosure in RNS Number: 5403G on 19 July 2023 should have been disclosed in a Form 8 (DD).

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:	28 July 2023
Contact name:	Kevin Acton
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