Volex: Form 8 (OPD) - Volex

Volex PLC

25 November 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:	Volex 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	Volex Plc
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	22 November 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"	YES If YES, specify which: TT Electronics plc

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 of 25 pence each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	-	-	-	-
(2) Cash-settled derivatives:	-	-	-	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	-	-	-	-
TOTAL:	-	-	-	-

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:	None

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)  The following directors of Volex Plc (including their close relatives and family trusts) have interests in the following securities in Volex: Volex Director Number of ordinary shares Percentage of total Volex share capital Lord Rothschild1 46,647,239 25.68% Amelia Murillo 55,776 0.03% Jon Boaden 34,061 0.01% Jeffrey Jackson 12,500 0.00% Sir Peter Westmacott 7,734 0.00% Notes: 1.     Lord Rothschild's shareholding is held directly and through NR Holdings Limited, of which Lord Rothschild is a beneficiary. (b)  The following directors have interests in securities in Volex pursuant to the Volex Long Term Incentive Plan ("LTIP"): Volex Director Vested but unexercised Subject to performance conditions Grant date Exercise period Exercise price Lord Rothschild - 142,500 7 December 2021 December 2024 - December 2031 Nil 475,000 21 December 2022 December 2027 - December 2032 475,000 21 December 2022 December 2028 - December 2032 Jon Boaden 150,000 - 11 December 2018 December 2021 - December 2028 £0.25 75,000 - 1 December 2019 December 2022 - December 2029 Nil 192,510 - 11 December 2020 December 2023 - December 2030 - 82,500 7 December 2021 December 2024 - December 2031 - 237,500 21 December 2022 December 2027 - December 2032 - 237,500 21 December 2022 December 2028 - December 2033 The performance conditions applicable to those awards noted as being subject to performance conditions above are as follows: 1.   In respect of the LTIP awards with a grant date of 7 December 2021: (i) Lord Rothschild's and Jon Boaden's respective continuing employment with Volex plc, and (ii) the satisfaction of TSR performance conditions and achievement of cumulative operating profit targets measured over FY22, FY23 and FY24.  If certain stretching conditions are met an absolute TSR performance multiplier will also apply. 2.   In respect of the LTIP awards with a grant date of 21 December 2022: (i) Lord Rothschild's and Jon Boaden's respective continuing employment with Volex plc, and (ii) the satisfaction of annual underlying profit performance conditions based on Volex plc's five-year plan, measured in FY25, FY26 and FY27 respectively.

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:	25 November 2024
Contact name:	Christian Bedford
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