French Connection Group PLC Form 8 (OPD) French Connection Group plc (6737E)
20 October 2018 - 2:59AM
UK Regulatory
TIDMFCCN TIDMFCCN
RNS Number : 6737E
French Connection Group PLC
19 October 2018
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: French Connection Group 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 relates: French Connection Group plc
Use a separate form for each offeror/offeree
----------------------------
(d) Is the discloser the offeror or the offeree? OFFEREE
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(e) Date position held: 18 October 2018
The latest practicable date prior to the disclosure
----------------------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures in NO
respect
of any other party to the offer?
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 1p each
Interests Short positions
---------------- ------------------
Number % Number %
--------- ----- ------------ ----
(1) Relevant securities owned and/or controlled: Nil Nil Nil Nil
--------- ----- ------------ ----
(2) Cash-settled derivatives: Nil Nil Nil Nil
--------- ----- ------------ ----
(3) Stock-settled derivatives (including options) and agreements to Nil Nil Nil Nil
purchase/sell:
--------- ----- ------------ ----
Nil Nil Nil Nil
TOTAL:
--------- ----- ------------ ----
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:
a) Holdings of ordinary shares of 1p each in French Connection Group plc by directors and
their close relatives and related trusts
Name No. of ordinary shares Percentage of issued
held share capital
Stephen Marks(1) 40,094,190(1) 41.6%(1)
----------------------- ---------------------
(1) of which 1,506,500 shares are held in family trusts and 775,000 shares are held by family
members
b) Share options with performance conditions over ordinary shares of 1p each in French Connection
Group plc held by directors and their close relatives and related trusts
Name Potential Exercise price Earliest Expiry
number of vesting date date
French Connection
shares held
4 July
Lee Williams(2) 537,736(2) 35.33p 4 July 2019 2026
------------------- --------------- -------------- -------
(2) The options awarded to Lee Williams have targeted performance conditions attached (50%
of the share options will be exercisable if the minimum performance criteria is met) and a
three year service condition. The face value of these options based on the share price at
the date of the grant was GBP190,000.
c) Share options vested but not exercised over ordinary shares of 1p each in French Connection
Group plc held by directors and their close relatives and related trusts
Name Potential Exercise Vesting date Expiry date
number of price
French Connection
shares held
29 October 29 October
Stephen Marks 376,700 56.20p 2011 2018
------------------- --------- ------------- ------------
29 October 29 October
Neil Williams 284,500 56.20p 2011 2018
------------------- --------- ------------- ------------
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: 19 October 2018
Contact name: Lee Williams
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Telephone number: +44 207 036 7063
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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.
END
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