Amendment: Form 8 (OPD) – ScS Group plc

ScS Group PLC

06 November 2023

 

The Form 8 (OPD)- ScS Group Plc announcement released on 2 November 2023 at 14:19 under RNS No 2381S has been amended. The amendment is outlined in section 3a) under the table.

The full amended text is shown below.

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:	ScS 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	ScS Group plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	2 November 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 ordinary shares by the directors of ScS Group plc (the "Company") and their close relatives: Name Number of Ordinary Shares held % of total issued share capital Alan Smith 18,096 0.05% Steve Carson 75,000 0.22% Chris Muir 215,843* 0.63% *Due to certain shares previously awarded under the ScS Long Term Incentive Plan being subject to a holding period, Chris Muir does not have discretion regarding dealing in respect of 78,739 shares that are included in the total above. b)   The directors of the Company have the following rights to subscribe for the following relevant ScS Group plc securities: Name Date of grant Type of grant Vesting period Exercise price (p) No. of options outstanding Chris Muir 18 October 2021 LTIP* 3-year vesting period, vesting on 18 October 2024, followed by a holding period of 2 years Nil 179,038 Chris Muir 21 April 2023 LTIP* 3-year vesting period, vesting on 21 April 2026 followed by a holding period of 2 years Nil 279,164 Steve Carson 18 October 2021 LTIP* 3-year vesting period, vesting on 18 October 2024, followed by a holding period of 2 years Nil 223,797 Steve Carson 21 April 2023 LTIP* 3-year vesting period, vesting on 21 April 2026 followed by a holding period of 2 years Nil 348,955 *Options relate to ScS Group plc's Long Term Incentive Plan (LTIP) awarded by the remuneration committee. The LTIP awards are subject to performance criteria as disclosed within the Company's Annual Report for the relevant year of the awards

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 November 2023
Contact name:	Chris Muir, Chief Financial Officer
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