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:
|
Good Energy
Group 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
|
Good Energy
Group PLC
|
|
(d) Is the discloser the
offeror or the offeree?
|
OFFEREE
|
|
(e) Date position
held:
The latest practicable date
prior to the disclosure
|
6 November
2024
|
|
(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:
|
5 p
ordinary
|
|
|
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:
|
|
Interests
in Good Energy Group PLC shares held by the Good Energy Group PLC
directors (together with their close relatives and the related
trusts of any of them):
|
Name
|
Shares
|
% of ISC[1]
|
|
Nigel David
Pocklington
|
22,500
|
0.12%
|
|
Rupert
Douglas Sanderson
|
35,382
|
0.19%
|
|
Fran
Woodward
|
5,229
|
0.02%
|
|
William
Elliot Whitehorn
|
60,000
|
0.32%
|
|
Emma
Natalie Tinker
|
1,626
|
0.00%
|
|
Nemone
Louisa Wynn-Evans
|
13,140
|
0.07%
|
|
Timothy
Jones
|
9,489
|
0.05%
|
|
Total
|
147,366
|
0.79%
|
[1] Percentages are based on the issued share capital of
18,506,399 as at the latest practicable date prior to the
disclosure.
Share
options in Good Energy Group PLC held by the Good Energy Group PLC
directors (together with their close relatives and the related
trusts of any of them):
|
Name
|
Scheme
|
Options
|
Exercise
Price
|
Grant Date
|
Vesting
Date
|
Lapse Date
|
|
Francoise Woodward
|
2015
Plan
|
50,000
|
£2.25
|
07/07/2015
|
07/07/2018
|
N/A
|
|
Francoise Woodward
|
LTIP
|
40,746
|
£2.51
|
22/10/2021
|
22/06/2024
|
22/06/2025
|
|
Rupert Sanderson
|
LTIP
|
44,610
|
£2.51
|
22/10/2021
|
22/06/2024
|
22/06/2025
|
|
Nigel
Pocklington
|
LTIP
|
70,509
|
£2.51
|
22/10/2021
|
22/06/2024
|
22/06/2025
|
|
Francoise Woodward
|
LTIP
|
56,168
|
£2.27
|
11/04/2022
|
12/04/2025
|
12/04/2026
|
|
Rupert Sanderson
|
LTIP
|
69,159
|
£2.27
|
11/04/2022
|
12/04/2025
|
12/04/2026
|
|
Nigel
Pocklington
|
LTIP
|
97,196
|
£2.27
|
11/04/2022
|
12/04/2025
|
12/04/2026
|
|
Francoise Woodward
|
LTIP
|
166,107
|
£1.49
|
23/06/2023
|
23/06/2026
|
23/06/2027
|
|
Rupert Sanderson
|
LTIP
|
186,241
|
£1.49
|
23/06/2023
|
23/06/2026
|
23/06/2027
|
|
Nigel
Pocklington
|
LTIP
|
274,832
|
£1.49
|
23/06/2023
|
23/06/2026
|
23/06/2027
|
|
Francoise Woodward
|
LTIP
|
81,214
|
£2.23
|
19/06/2024
|
19/06/2027
|
19/06/2028
|
|
Rupert Sanderson
|
LTIP
|
81,214
|
£2.23
|
19/06/2024
|
19/06/2027
|
19/06/2028
|
|
Nigel
Pocklington
|
LTIP
|
119,545
|
£2.23
|
19/06/2024
|
19/06/2027
|
19/06/2028
|
|
Total
|
|
1,337,541
|
|
|
|
|
Detailed
performance conditions are in plan for all LTIP awards.
|
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:
|
6 November
2024
|
Contact name:
|
Clare
Cullen
|
Telephone number:
|
+44 (0)
1249 765573
|
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.