Form 8 (OPD) Capco amended

RNS Number : 1987S
Capital & Counties Properties Plc
04 November 2019
 

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")

 

AMENDMENT - CHANGE TO SECTION 3C

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

Capital & Counties Properties PLC ("Capco")

(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

Capco

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

31 October 2019

(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) Ordinary shares in Capco held by Capco directors

 

Name

Number of ordinary shares in Capco

Percentage of issued ordinary share capital in Capco (per cent.)(1)

Henry Staunton

250,000

0.029%

Ian Hawksworth(2)

823,797

0.097%

Situl Jobanputra

50,000

0.006%

Charlotte Boyle

10,052

0.001%

Jonathan Lane

40,950

0.005%

Gerry Murphy

50,000

0.006%

Anthony Steains

Nil

-

Andrew Strang

Nil

-

 

(1) Rounded to 3 decimal places.

(2) Includes 3,193 shares which are held by a family member of Ian Hawksworth whose holdings are not disclosable under the DTRs.

 

(b) Options and awards held by Capco directors in its ordinary shares

 

Name

Award type

Shares in respect of which options or awards granted

Grant date

Exercise price

Vesting date subject to performance conditions (where applicable)

Expiry date

Ian Hawksworth

Annual 2017 PSP award

667,553

08/05/2017

-

08/03/2020

07/03/2027

Annual 2018 PSP award

789,483

12/03/2018

-

12/03/2021

11/03/2028

Annual 2019 PSP award

897,584

29/03/2019

-

29/03/2022

28/03/2029

Deferred 2014 bonus

94,557

01/04/2015

-

01/04/2015

31/03/2025

Deferred 2015 bonus

121,116

11/03/2016

-

11/03/2019

10/03/2026

Deferred 2016 bonus

29,528

08/05/2017

-

08/03/2020

07/03/2027

Deferred 2017 bonus

102,153

12/03/2018

-

12/03/2021

11/03/2028

Deferred 2018 bonus

44,722

29/03/2019

-

29/03/2022

28/03/2029

Situl Jobanputra

Annual 2017 PSP award

364,630

08/05/2017

-

08/03/2020

07/03/2027

Annual 2018 PSP award

486,111

12/03/2018

-

12/03/2021

11/03/2028

Annual 2019 PSP award

571,848

29/03/2019

-

29/03/2022

28/03/2029

Deferred 2017 bonus

58,289

12/03/2018

-

12/03/2021

11/03/2028

Deferred 2018 bonus

28,986

29/03/2019

-

29/03/2022

28/03/2029

 

(c) Interests and short positions of Capco' advisers in ordinary shares in Capco

 

None

 

 

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:

4 November 2019

Contact name:

Ruth Pavey

Company Secretary

Telephone number:

+44 (0)20 3214 9155

 

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 +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 


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