Form 8 (OPD) - Vp plc

RNS Number : 1716L
Vp PLC
11 May 2022
 

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:

Vp 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

Vp plc

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

OFFEREE

(e) Date position held:

  The latest practicable date prior to the disclosure

11 May 2022

(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:

 

Ordinary shares of 5p each

 

 

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:

Nil

Details, including nature of the rights concerned and relevant percentages:

Nil

 

 

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:

 

Vp plc directors

 

The following directors of Vp plc have the interests in Vp plc ordinary shares set out below:

 

Name

Position

Number of ordinary shares in the capital of Vp plc

Percentage of issued share capital (excluding options)

Jeremy Pilkington*

Chairman

20,210,631

50.33%

Neil Stothard

Chief Executive

858,993

2.13%

Allison Bainbridge

Group Finance Director

141,078

0.35%

Steve Rogers

Non-Executive Director

-

-

Phil White

Non-Executive Director

-

-

 

* Jeremy Pilkington is a director of Ackers P Investment Company Limited and is interested in shares owned by Ackers P Investment Company Limited. This company is ultimately controlled by a number of trusts of which, for the purposes of sections 252 to 255 of the Companies Act 2006, Jeremy Pilkington is deemed to be a connected person. As at 11 May 2022 Ackers P Investment Company Limited owned 20,181,411 ordinary shares representing 50.26% of the issued share capital of Vp plc. Seperately to Ackers P Investment Company Limited, Jeremy Pilkington has an interest in 29,220 ordinary shares representing 0.07% of the issued share capital of Vp plc.

 

(b) The following directors of Vp plc have the interests in outstanding awards and options over Vp plc ordinary shares set out below:

 

Long Term Incentive Plan

 

Name

Position

Maximum number of ordinary shares awarded

Date of Grant

Share price at grant (£)

Exercise price per ordinary share (£)

Vesting date

Lapse date

Jeremy Pilkington*

Chairman

68,200^

9 July 2014

6.80

nil

8 July 2017

8 July 2024

Jeremy Pilkington*

Chairman

61,100^

9 July 2015

7.70

nil

8 July 2018

8 July 2025

Jeremy Pilkington*

Chairman

71,700^

11 July 2016

6.57

nil

10 July 2019

10 July 2026

Jeremy Pilkington*

Chairman

38,411^

12 July 2017

8.70

nil

11 July 2020

11 July 2027

Jeremy Pilkington*

Chairman

54,800^

4 July 2019

8.60

nil

3 July 2022

3 July 2029

Jeremy Pilkington*

Chairman

67,400^

23 July 2020

6.98

nil

22 July 2023

22 July 2030

Jeremy Pilkington*

Chairman

51,800^

2 July 2021

9.08

nil

1 July 2024

1 July 2031

^ notional shares settled in cash








Neil Stothard

Chief Executive

42,600

4 July 2019

8.60

nil

3 July 2022

3 July 2029

Neil Stothard

Chief Executive

53,400

23 July 2020

6.98

nil

22 July 2023

22 July 2030

Neil Stothard

Chief Executive

41,900

2 July 2021

9.08

nil

1 July 2024

1 July 2031

Allison Bainbridge

Group Finance Director

31,600

4 July 2019

8.60

nil

3 July 2022

3 July 2029

Allison Bainbridge

Group Finance Director

39,700

23 July 2020

6.98

nil

22 July 2023

22 July 2030

Allison Bainbridge

Group Finance Director

31,150

2 July 2021

9.08

nil

1 July 2024

1 July 2031

 

Savings-Related Option Scheme

 

Name

Position

Maximum number of ordinary shares awarded

Date of Grant

Option exercise price per ordinary share (£)

Exercise price per share (£)

Vesting date

Awards exercisable between

Neil Stothard

Chief Executive

506

11 July 2019

8.88

7.11

30 Sept 2022

30 Sep 2029

Neil Stothard

Chief Executive

616

16 July 2020

7.29

5.84

30 Sept 2023

30 Sept 2030

Neil Stothard

Chief Executive

519

12 July 2021

8.66

6.93

30 Sept 2024

30 Sept 2031

 

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:

11 May 2022

Contact name:

Allison Bainbridge, Group Finance Director

Telephone number:

+44 (0)1423 533 445

 

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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