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: |
FirstGroup 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 |
FirstGroup plc |
(d) Is
the discloser the offeror or the offeree? |
Offeree |
(e)
Date position held:
The latest practicable date prior to
the disclosure |
23 April
2018 |
(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 of 5p each |
|
Interests |
Short
positions |
Number |
% |
Number |
% |
(1) Relevant
securities owned and/or controlled: |
None |
N/A |
None |
N/A |
(2) Cash-settled
derivatives: |
None |
N/A |
None |
N/A |
(3) Stock-settled
derivatives (including options) and agreements to
purchase/sell: |
None |
N/A |
None |
N/A |
TOTAL: |
None |
N/A |
None |
N/A |
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: |
Interests of
directors of FirstGroup plc in FirstGroup plc’s 5p ordinary
shares
Name of
director |
Number of 5p
ordinary shares held |
Percentage of total
issued share capital (excluding treasury shares) (truncated to 2
decimal places without rounding) (%) |
Warwick Brady |
108,701 |
0.00 |
Matthew Gregory |
308,399 |
0.02 |
Jimmy Groombridge |
4,0661 |
0.00 |
Drummond Hall |
30,990 |
0.00 |
Wolfhart Hauser |
284,558 |
0.02 |
Martha Poulter |
60,000 |
0.00 |
David Robbie |
30,000 |
0.00 |
Tim O’Toole |
1,253,522 |
0.10 |
Imelda Walsh |
19,429 |
0.00 |
Jim Winestock |
64,743 |
0.00 |
1 The shares are currently held in
trust under the FirstGroup Share Incentive Plan (“SIP”). As
it currently stands, 146 of these shares would be subject to
forfeiture in the event of early withdrawal from the SIP trust.
Interests in
FirstGroup plc’s 5p ordinary shares held by directors pursuant to
FirstGroup plc’s share awards
Matthew Gregory
Scheme type –
EABP
Number
of ordinary shares awarded |
Date
of grant |
Option
and exercise price |
Exercise period |
81,399 |
28 June
2016 |
Nil cost
option |
27 June
2019 to 27 June 2026 |
162,187 |
16 June
2017 |
Nil cost
option |
16 June
2020 to 15 June 2027 |
Scheme type – LTIP
(subject to performance conditions)
Number
of ordinary shares awarded |
Date
of grant |
Option
and exercise price |
Exercise period |
1,222,200 |
17
December 2015 |
Nil cost
option |
1 April
2018 to 1 April 2019 |
764,231 |
28 June
2016 |
Nil cost
option |
1 April
2019 to 1 April 2020 |
730,420 |
24
November 2017 |
Nil cost
option |
1 April
2020 to 23 November 2021 |
Jimmy
Groombridge
Scheme type –
SAYE
Number
of ordinary shares awarded |
Date
of grant |
Option
and exercise price2 |
Exercise period3 |
3,601 |
8
December 2015 |
£0.84960 |
1
February 2019 to 31 July 2019 |
5,436 |
12
December 2016 |
£0.86080 |
1
February 2020 to 31 July 2020 |
3,469 |
12
December 2017 |
£0.83000 |
1
February 2021 to 31 July 2021 |
2 This is the effective figure for both
the option price and exercise price based on the scheme’s 20%
discount to average mid-market closing share prices on the three
business days prior to the grant. The number of shares granted is
calculated by dividing the projected total amount of savings in the
three-year period of the scheme by this exercise price.
3 In the event the participant does not
exercise the option in this period, the funds from their savings
will be returned to them.
Tim
O’Toole4
Scheme type –
EABP
Number
of ordinary shares awarded |
Date
of grant |
Option
and exercise price |
Exercise period |
230,748 |
15 June
2015 |
Nil |
1 April
2018 to 14 June 2025 |
83,126 |
28 June
2016 |
Nil |
27 June
2019 to 27 June 2026 |
516,356 |
16 June
2017 |
Nil |
16 June
2020 to 15 June 2027 |
Scheme type – LTIP
(subject to performance conditions)
Number
of ordinary shares awarded |
Date
of grant |
Option
and exercise price |
Exercise period |
972,728 |
17
December 2015 |
Nil |
1 April
2018 to 1 April 2019 |
1,042,694 |
28 June
2016 |
Nil |
1 April
2019 to 1 April 2020 |
969,197 |
24
November 2017 |
Nil |
1 April
2020 to 25 November 2020 |
4 Tim O’Toole’s EABP and LTIP awards
are structured as conditional awards under which, following
vesting, the shares are transferred to the participant for nil
payment.
Other arrangements
held by directors of FirstGroup plc in FirstGroup plc’s 5p ordinary
shares
Tim O’Toole
Monthly purchase
arrangement
Since August 2011, Tim O’Toole has
allocated part of his monthly gross base salary (up to £25,000) to
acquire shares in the Company. This is a standing instruction, and
the shares acquired through this arrangement are reflected above in
Tim O’Toole’s interests in FirstGroup plc’s 5p ordinary shares.
From August 2011 until May 2015 the monthly allocation was £10,000,
rising to £15,000 from June 2015 to October 2017 and then again to
£25,000 from November 2017 onwards.
Disclosable
interests of connected advisers of FirstGroup plc in FirstGroup
plc’s 5p ordinary shares
J.P. Morgan Chase
Bank (Custody)
Number of 5p
ordinary shares held (not covered by exemptions) |
Percentage of total
issued share capital (excluding treasury shares) (truncated to 2
decimal places) (%) |
17 |
0.00 |
|
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: |
24
April 2018 |
Contact name: |
Michael Hampson |
Telephone number: |
020
7291 0505 |
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.