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Atkins (WS) (ATK)

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Tuesday 27 June, 2017

Atkins (WS)

WS Atkins plc: Form 8.4 (DD) - Alan James Cullens

RNS Number : 3063J
Atkins (WS) PLC
27 June 2017
 

FORM 8 (DD)

 

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

Alan James Cullens

 

(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.

Trustee for shares held via the Atkins Share Incentive Plan:  Capita IRG Trustees Limited for beneficiary Alan James Cullens

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

WS Atkins plc

(d) Status of person making the disclosure:

     e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)

Person acting in concert with offeree

(e) Date dealing undertaken:

26 June 2017

(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 PERSON 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 following the dealing

 

Class of relevant security:

 

Ordinary shares of 0.5 pence each

 

 

Interests

Short positions

Number

%*

Number

%

(1) Relevant securities owned and/or controlled:

256

0.000%

N/A

N/A

(2) Cash-settled derivatives:

 

N/A

N/A

N/A

N/A

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

N/A

N/A

N/A

N/A

 

     TOTAL:

256

0.000%

N/A

N/A

 

* Percentage calculations are based on WS Atkins plc's total number of ordinary shares in issue as at 26 June 2017, the latest practicable date prior to the disclosure, being 100,110,799 (excluding shares held in treasury). Percentages are rounded to 3 decimal places.

 

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 (including directors' and other employee options)

 

Class of relevant security in relation to which subscription right exists:

Ordinary shares of 0.5 pence each

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

Nil cost option over 4,161 ordinary shares (representing 0.004% of WS Atkins plc's issued share capital) granted on 25/06/2015 under the Atkins Deferred Share Plan.

Vesting date: 25/06/2018.

Expiry date: 25/06/2025.

 

Class of relevant security in relation to which subscription right exists:

Ordinary shares of 0.5 pence each

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

Nil cost option over 5,325 ordinary shares (representing 0.005% of WS Atkins plc's issued share capital) granted on 30/6/2016 under the Atkins Deferred Share Plan.

Vesting date: 30/6/2019.

Expiry date: 30/06/2026.

 

Class of relevant security in relation to which subscription right exists:

Ordinary shares of 0.5 pence each

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

Nil cost option over 15,564 ordinary shares (representing 0.016% of WS Atkins plc's issued share capital) granted on 17/11/2014 under the WS Atkins plc Long Term Incentive Plan.

Vesting date: 26/06/2017.

Expiry date: 17/11/2024.

 

Class of relevant security in relation to which subscription right exists:

Ordinary shares of 0.5 pence each

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

Nil cost option over 13,470 ordinary shares (representing 0.013% of WS Atkins plc's issued share capital) granted on 25/06/2015 under the WS Atkins plc Long Term Incentive Plan.

Vesting date: 25/06/2018.

Expiry date: 25/06/2025.

 

Class of relevant security in relation to which subscription right exists:

Ordinary shares of 0.5 pence each

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

Nil cost option over 23,196 ordinary shares (representing 0.023% of WS Atkins plc's issued share capital) granted on 16/08/2016 under the WS Atkins plc Long Term Incentive Plan.

Vesting date: 16/08/2019.

Expiry date: 16/08/2026.

 

Class of relevant security in relation to which subscription right exists:

Ordinary shares of 0.5 pence each

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

Award of 10,162 units granted on 17/11/2014 under the terms of the WS Atkins plc Long-Term Growth Unit Plan.  Awards of 50% of salary granted in the form of units calculated using the preceding six month average share price at grant. On exercise, the unit value is converted into shares based on the share price at the date of exercise. The unit value on exercise is equal to the difference between the preceding six month average share price at exercise and the preceding six month average share price at grant.  The average market value of a share at exercise is normally the preceding six month average share price at exercise.  However, in the event of a takeover, the plan rules provide discretion to deem the offer price to be the market value of a share at exercise. Awards vest in three tranches:

(i)         3,387 units on 17/11/2018;

(ii)         3,387 units on 17/11/2019; and

(iii)        3,388 units on 17/11/2020.

Expiry date: 17/11/2024.

 

Class of relevant security in relation to which subscription right exists:

Ordinary shares of 0.5 pence each

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

Award of 10,205 units granted on 25/06/2015 under the terms of the WS Atkins plc Long-Term Growth Unit Plan.  Awards of 50% of salary granted in the form of units calculated using the preceding six month average share price at grant. On exercise, the unit value is converted into shares based on the share price at the date of exercise. The unit value on exercise is equal to the difference between the preceding six month average share price at exercise and the preceding six month average share price at grant.  The average market value of a share at exercise is normally the preceding six month average share price at exercise.  However, in the event of a takeover, the plan rules provide discretion to deem the offer price to be the market value of a share at exercise. Awards vest in three tranches:

(i)         3,401 units on 25/06/2019;

(ii)         3,402 units on 25/06/2020; and

(iii)        3,402 units on 25/06/2021.

Expiry date: 25/06/2025.  

 

3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE

 

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

 

The currency of all prices and other monetary amounts should be stated.

 

(a)        Purchases and sales

 

(i)         Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)

 

Class of relevant security

Purchase/sale

 

Number of securities

Price per unit

N/A

N/A

N/A

N/A

 

(ii)        Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser

 

Class of relevant security

Purchases/ sales

 

Total number of securities

Highest price per unit paid/received

Lowest price per unit paid/received

N/A

N/A

N/A

 

N/A

N/A

 

(b)        Cash-settled derivative transactions

 

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

N/A

N/A

 

N/A

N/A

N/A

 

(c)        Stock-settled derivative transactions (including options)

 

(i)         Writing, selling, purchasing or varying

 

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

 

(ii)        Exercise

 

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

N/A

N/A

N/A

N/A

N/A

 

 

(d)        Other dealings (including subscribing for new securities)

 

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable)

Ordinary shares of 0.5 pence each ("Ordinary Shares")

Vesting of Ordinary Shares under the WS Atkins plc Long Term Incentive Plan (the "LTIP").

15,564 Ordinary Shares vested in accordance with the rules of the LTIP

Nil

 

 

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 or person acting in concert making the disclosure and any other person:

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 or person acting in concert making the disclosure 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:

27 June 2017

Contact name:

Richard Webster

Telephone number:

+44(0)20 7121 2600

 

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 dealing disclosure requirements on +44 (0)20 7638 0129.

 

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


This information is provided by RNS
The company news service from the London Stock Exchange
 
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