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Homeserve Plc (HSV)

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Friday 20 May, 2022

Homeserve Plc

Form 8 (OPD) - HomeServe plc - Amendment

RNS Number : 3310M
Homeserve Plc
20 May 2022
 

FORM 8 (OPD)

 

AMENDMENT TO PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER IN SECTION 3(a)[1]

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

 

1.  KEY INFORMATION

 

(a) Full name of discloser:

HomeServe 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

HomeServe plc

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

OFFEREE

(e) Date position held:

  The latest practicable date prior to the disclosure

05 April 2022 (date position held in original opening position disclosure)

(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:

0

0

0

0

(2) Cash-settled derivatives:

 

0

0

0

0

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

0

0

0

0

 

  TOTAL:

0

0

0

0

 

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)  Ordinary shares held by the directors of HomeServe plc, their close relatives and related trusts

 

Name

Number of ordinary shares

Percentage of total issued share capital[2] (excluding share options)

David Bower*

192,896.000

0.057%

Thomas Breen

100,000.000

0.030%

Ross Clemmow

124.000

0.00004%

Stella David

100,020.000

0.030%

Edward Fitzmaurice

786,265.000

0.234%

Olivier Gremillon

18,600.000

0.006%

Richard Harpin**

24,897,213.000

7.40%

Roisin Hughes

5,000.000

0.001%

Katrina Machin

20,976.000

0.006%

Ronald McMillan

17,999.000

0.005%

Thomas Rusin***

890,303.563

0.265%

 

* David Bower holds 92,203 shares and a close relative holds 100,693.

 

** Richard Harpin holds 24,825,442 shares and close relatives hold 71,771.

 

*** Thomas Rusin holds 873,793.563 shares and a close relative holds 16,510.

 

(b)  Options and awards granted under HomeServe plc's share plans held by the directors of HomeServe plc, their close relatives and related trusts

 

Name

Share Plan

Date of grant

Number of ordinary shares

Exercise period

Exercise price (per share)

David Bower

Long Term Incentive Plan 2018

26/06/2019

 

 

 

 

15/07/2020

 

 

 

 

23/06/2021

47,468.000

 

 

 

 

42,485.000

 

 

 

 

86,789.000

26/06/2022 - 26/06/2023

 

 

15/07/2023

-

15/07/2024

 

 

23/06/2024

-

23/06/2025

Nil

David Bower

Long Term Incentive Plan 2018 Matching

26/06/2019

 

 

 

 

15/07/2020

 

 

 

 

23/06/2021

40,789.000

 

 

 

 

41,985.000

 

 

 

 

57,570.000

26/06/2022 - 26/06/2023

 

 

15/07/2023

-

15/07/2024

 

 

23/06/2024

-

23/06/2025

Nil

Ross Clemmow

Buy Out Award

23/06/2021

72,324.000

23/06/2024

-

23/06/2025

Nil

Ross Clemmow

Long Term Incentive Plan 2018

23/06/2021

77,146.000

23/06/2024

-

23/06/2025

Nil

Richard Harpin

Long Term Incentive Plan 2018

26/06/2019

 

 

 

 

15/07/2020

 

 

 

 

23/06/2021

74,438.000

 

 

 

 

66,623.000

 

 

 

 

115,684.000

26/06/2022 - 26/06/2023

 

 

15/07/2023

-

15/07/2024

 

 

23/06/2024

-

23/06/2025

Nil

Richard Harpin

Long Term Incentive Plan 2018 Matching

26/06/2019

 

 

 

 

15/07/2020

 

 

 

 

23/06/2021

71,453.000

 

 

 

 

65,842.000

 

 

 

 

90,279.000

26/06/2022 - 26/06/2023

 

 

15/07/2023

-

15/07/2024

 

 

23/06/2024

-

23/06/2025

Nil

Thomas Rusin

Long Term Incentive Plan 2018

26/06/2019

 

 

 

 

15/07/2020

 

 

 

 

23/06/2021

65,926.000

 

 

 

 

59,666.000

 

 

 

 

94,496.000

26/06/2022 - 26/06/2023

 

 

15/07/2023

-

15/07/2024

 

 

23/06/2024

-

23/06/2025

Nil

Thomas Rusin

Long Term Incentive Plan 2018 Matching

26/06/2019

 

 

 

 

15/07/2020

 

 

 

 

23/06/2021

62,030.000

 

 

 

 

59,475.000

 

 

 

 

72,075.000

26/06/2022 - 26/06/2023

 

 

15/07/2023

-

15/07/2024

 

 

23/06/2024

-

23/06/2025

Nil

(c)  Interests and short positions held by connected advisers of HomeServe plc

 

No interests, short positions or rights to subscribe are held by HomeServe plc's connected advisers J.P. Morgan Securities plc, UBS AG London Branch or Goldman Sachs International, or the persons affiliated with them, who are not exempt principal traders for the purposes of Rule 8 of the Code.

 

 

 

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:

20 May 2022

Contact name:

Anna Maughan (Company Secretary)

Telephone number:

01922 427901

 

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 .

 



[1] Amendment to Opening Position Disclosure published on 07 April 2022 (RNS number: 6407H).

[2] As at 05 April 2022, date positions held.

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