Arden Partners plc Form 8 (OPD) - Arden Partners plc (2337R)
03 November 2021 - 11:12PM
UK Regulatory
TIDMARDN
RNS Number : 2337R
Arden Partners plc
03 November 2021
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: Arden Partners plc
(b) Owner or controller of interests and short positions disclosed, if different from n/a
1(a):
The naming of nominee or vehicle companies is insufficient. For a trust, the
trustee(s),
settlor and beneficiaries must be named.
------------------------------
(c) Name of offeror/offeree in relation to whose relevant securities this form Arden Partners plc
relates:
Use a separate form for each offeror/offeree
------------------------------
(d) Is the discloser the offeror or the offeree? Offeree
------------------------------
(e) Date position held: 2 November 2021
The latest practicable date prior to the disclosure
------------------------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures in Yes
respect
of any other party to the offer? The Ince Group PLC
If it is a cash offer or possible cash offer, state "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 10p each in Arden Partners plc
Interests Short positions
------------------------------- -----------------------
Number % Number %
----------------- ------------ ----------------- ----
(1) Relevant securities owned and/or controlled: 31,878 0.11 Nil
----------------- ------------ ----------------- ----
(2) Cash-settled derivatives: Nil Nil
----------------- ------------ ----------------- ----
(3) Stock-settled derivatives (including options) and Nil Nil
agreements to purchase/sell:
----------------- ------------ ----------------- ----
TOTAL: 31,878 0.11 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: 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:
Name of Arden Director Number of ordinary Percentage of Arden issued
shares of 10 pence share capital (excluding
each in Arden Partners Treasury Shares) (%)
plc
Mark Ansell 155,160 0.53
----------------------- --------------------------
Donald Brown 736,008 2.56
----------------------- --------------------------
Alistair Currie 100,000 0.34
----------------------- --------------------------
James Reed-Daunter 2,943,176 10.12
----------------------- --------------------------
Steve Douglas 467,352 1.61
----------------------- --------------------------
Name of Arden Shareholder Number of ordinary Percentage of Arden
shares of 10 pence issued share capital
each in Arden Partners (excluding Treasury
plc Shares) (%)
Arden Partners Employee
Benefit Trust Limited 3,635,000 12.50
----------------------- ---------------------
Interests held as options or awards by directors of Arden Partners plc granted under the Arden
Partners plc Share Option Plan 2013 which have vested but where the director has not exercised
their right to acquire or receive the shares:
Name of Arden Director Number of Exercise Vesting date Last date
share options price for exercise
granted over
ordinary
shares of
10 pence
each in Arden
Partners
plc
Donald Brown 444,667 8.5 pence 1 January 31 December
per share 2021 2029
-------------- ---------- ------------ -------------
James Reed-Daunter 333,334 8.5 pence 1 January 31 December
per share 2021 2029
-------------- ---------- ------------ -------------
Steve Douglas 127,667 8.5 pence 1 January 31 December
per share 2021 2029
-------------- ---------- ------------ -------------
Interests held as options or awards by directors of Arden Partners plc granted under the Arden
Partners plc Share Option Plan 2013 which have not vested:
Name of Arden Director Number of Exercise Vesting date Last date
share options price for exercise
granted over
ordinary
shares of
10 pence
each in Arden
Partners
plc
Donald Brown 444,666 8.5 pence 1 January 31 December
per share 2022 2029
-------------- ---------- ------------ -------------
Donald Brown 444,666 8.5 pence 1 January 31 December
per share 2023 2029
-------------- ---------- ------------ -------------
James Reed-Daunter 333,333 8.5 pence 1 January 31 December
per share 2022 2029
-------------- ---------- ------------ -------------
James Reed-Daunter 333,333 8.5 pence 1 January 31 December
per share 2023 2029
-------------- ---------- ------------ -------------
Steve Douglas 127,666 8.5 pence 1 January 31 December
per share 2022 2029
-------------- ---------- ------------ -------------
Steve Douglas 127,666 8.5 pence 1 January 31 December
per share 2023 2029
-------------- ---------- ------------ -------------
Steve Douglas 150,000 11.0 pence 1 March 2022 28 February
per share 2031
-------------- ---------- ------------ -------------
Steve Douglas 150,000 11.0 pence 1 March 2023 28 February
per share 2031
-------------- ---------- ------------ -------------
Steve Douglas 150,000 11.0 pence 1 March 2024 28 February
per share 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: 3 November 2021
Contact name: Steven Douglas
----------------
Telephone number: 0121 423 8900
----------------
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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