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Form 8 (OPD) (Hastings Group Holdings plc)

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By LSE RNS

RNS Number : 5587V
Hastings Group Holdings plc
07 August 2020
 

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:

Hastings Group Holdings PLC ("Hastings")

 

(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

Hastings Group Holdings PLC

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

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

6 August 2020

(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

 

 

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:

N/A

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:

Hastings directors

 

a)   The following directors of Hastings and their connected persons have the interests in Hastings set out below:

 

Hastings director / connected person

Position / connection to director (incl name of relevant director)

Number of ordinary shares

Percentage holding of Hastings' issued share capital (to three decimal places)

Tobias van der Meer

Chief Executive Officer

1,946,353

0.294%

Katherine van der Meer

Spouse of Tobias van der Meer

1,626,124

0.246%

John Worth

Chief Financial Officer

54,826

0.008%

Sarah Worth

Spouse of John Worth

31,706

0.005%

Thomas Colraine

Chair

76,470

0.012%

Pierre Lefèvre

Independent Non-Executive Director

97,124

0.015%

TOTAL


3,832,603

0.580%

 

b)   The following directors of Hastings have rights to the scheme interests set out below:

 

Shares not subject to further performance conditions

 

Hastings director / connected person

Position / connection to director (incl name of relevant director)

Scheme under which granted

Date of grant

Price at grant

Number of ordinary shares in respect of which awards granted

Vesting date

Tobias van der Meer

Chief Executive Officer

Bonus Deferral Plan

6 April 2018

£2.73

14,406

16 March 2021

Bonus Deferral Plan

11 April 2019

£2.20

11,349

16 March 2022

Bonus Deferral Plan

8 April 2020

£1.65

20,400

8 April 2023

John Worth

Chief Financial Officer

Long Term Incentive Plan

18 September 2019

£1.86

302,829

In three equal annual tranches beginning on 30 March 2021

Bonus Deferral

Plan

8 April 2020

£1.65

12,666

8 April 2023

 

LTIP awards (subject to performance conditions)

 

Hastings director / connected person

Position / connection to director (incl name of relevant director)

Scheme under which granted

Date of grant

Price at grant

Number of ordinary shares in respect of which awards granted

Vesting date

Tobias van der Meer

Chief Executive Officer

Long Term Incentive Plan

6 April 2018

£2.73

411,605

6 April 2021

Long Term Incentive Plan

11 April 2019

£2.20

463,047

6 April 2022

Long Term Incentive Plan

8 April 2020

£1.65

618,181

6 April 2023

John Worth

Chief Financial Officer

Long Term Incentive Plan

16 September 2019

£1.86

510,368

6 April 2022

Long Term Incentive Plan

8 April 2020

£1.65

575,757

6 April 2023

 

Unvested nil-cost options (CAP awards subject to performance conditions)

 

Hastings director / connected person

Position

Date of grant

Price at grant

Shares in respect of which options granted

Vesting date

Tobias van der Meer

Chief Executive Officer

21 December 2017

£3.08

567,165

20 December 2020 (released in three equal annual tranches beginning from that date)

 

Persons deemed to be acting in concert with Hastings

 

c)   The following interests are held by persons deemed to be acting in concert with Hastings:

 

Name

Number of ordinary shares

Percentage holding of Hastings' issued share capital (to three decimal places)

Natixis SA(1)

2,311,018

0.349%

TOTAL

2,311,018

0.349%

 

(1) Fenchurch Advisory Partners LLP, a joint financial adviser of Hastings, is 51% owned by Natixis SA.

 

 

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:

7 August 2020
Contact name:

Anthony Leppard
Telephone number:

+44 (0) 14 2473 8366

 

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.


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
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