IDOX PLC Form 8 (OPD) (Idox PLC) (3948R)
06 March 2021 - 4:06AM
UK Regulatory
TIDMIDOX
RNS Number : 3948R
IDOX PLC
05 March 2021
FORM 8 (OPD) - UPDATE
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: Idox plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): N/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: Idox plc
Use a separate form for each offeror/offeree
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(d) Is the discloser the offeror or the offeree? OFFEREE
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(e) Date position held: 4 March 2021
The latest practicable date prior to the disclosure
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(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect N/A
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 in Idox plc
Interests Short positions
--------------------- ------------------
Number % Number %
----------- -------- --------- -------
(1) Relevant securities owned and/or controlled: Nil 0.000 Nil 0.000
----------- -------- --------- -------
(2) Cash-settled derivatives: Nil 0.000 Nil 0.000
----------- -------- --------- -------
(3) Stock-settled derivatives (including options) and agreements to
purchase/sell: Nil 0.000 Nil 0.000
----------- -------- --------- -------
TOTAL: Nil 0.000 Nil 0.000
----------- -------- --------- -------
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) Interests held by the directors of Idox plc and their close relatives and related trusts:
Director No. of ordinary Percentage of
shares of 1p issued share
each held capital
Chris Stone 936,377 0.21%
---------------- --------------
David Meaden 468,139 0.11%
---------------- --------------
Robert Grubb 88,885 0.02%
---------------- --------------
Phil Kelly 105,263 0.02%
---------------- --------------
(B) Interests held as options or awards by directors of Idox plc under the Idox Long Term
Incentive Plan 2019 ("LTIP") and under a matching share agreement entered into between the
relevant director and Idox ("MSA") which have vested but where the director has not exercised
their right to acquire or receive the shares:
Director Scheme Award date No. of ordinary Vesting Percentage
shares of date of issued
1p each under share capital
option /
award (1)
Robert 18 March 18 March
Grubb LTIP 2019 333,333 2020 0.07%
-------- ------------ ---------------- --------- ---------------
12 March 12 March
David Meaden LTIP 2019 1,170,800 2020 0.3%
-------- ------------ ---------------- --------- ---------------
11 March 11 March
Chris Stone MSA 2019 585,500 2019 0.13%
-------- ------------ ---------------- --------- ---------------
(C) Interests held as options or awards by directors of Idox plc under the Idox Long Term
Incentive Plan 2019 ("LTIP") which have not yet vested:
Director Scheme Award date No. of ordinary Vesting Percentage
shares of date of issued
1p each under share capital
option /
award (1)
Robert 18 March 18 March
Grubb LTIP 2019 333,333 2021 0.07%
-------- ------------ ---------------- --------- ---------------
18 March 18 March
2019 333,334 2022 0.07%
------------------------------------ ---------------- --------- ---------------
18 March 18 March
LTIP 2020 108,024 2021 0.02%
-------- --------------------------- ---------------- --------- ---------------
18 March 18 March
2020 108,025 2022 0.02%
------------------------------------ ---------------- --------- ---------------
18 March 18 March
2020 108,025 2023 0.02%
------------------------------------ ---------------- --------- ---------------
12 March 12 March
David Meaden LTIP 2019 1,170,800 2021 0.3%
-------- ------------ ---------------- --------- ---------------
12 March 12 March
2019 1,170,800 2022 0.3%
------------------------------------ ---------------- --------- ---------------
(1) The number shown in this column is the maximum number of ordinary shares which are capable
of being acquired in connection with that option or award. The actual number of shares which
may be acquired may be more or less, depending on performance against any applicable performance
conditions.
(D) Interests of Idox Trustees Limited, in its capacity as trustee of the Idox plc Employee
Benefit Trust
Class of relevant Ordinary shares of 1p each in Idox
security plc
Interests Short positions
---------------------- ------------------
Number % Number %
------------ -------- --------- -------
(1) Relevant securities
owned and/or controlled 3,522,022 0.79% 0 0.000%
------------ -------- --------- -------
(2) Cash-settled
derivatives 0 0.000% 0 0.000%
------------ -------- --------- -------
(3) Stock-settled
derivatives 0 0.000% 0 0.000%
------------ -------- --------- -------
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: 5 March 2021
Contact name: Ruth Paterson
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Telephone number: 03330111636
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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 .
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