Lighthouse Group PLC Form 8 (OPD) Lighthouse Group PLC (2540W)
16 April 2019 - 1:50AM
UK Regulatory
TIDMLGT
RNS Number : 2540W
Lighthouse Group PLC
15 April 2019
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: Lighthouse Group 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: Lighthouse Group plc
Use a separate form for each offeror/offeree
---------------------
(d) Is the discloser the offeror or the offeree? OFFEREE
---------------------
(e) Date position held: 12 April 2019
The latest practicable date prior to the disclosure
---------------------
(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:
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
------- ---- ----------- -----
None N/A None N/A
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: 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:
3(a) Interests of directors of Lighthouse Group plc (and their close relatives, related trusts
and connected persons) in Lighthouse Group plc ordinary shares of one penny each
Director Number of ordinary Percentage of total
shares of 1 p each issued share capital
(rounded to two decimal
places)
Malcolm John Streatfield1 2,791,563 2.19
-------------------- -------------------------
Richard Last 912,500 0.71
-------------------- -------------------------
Peter James Smith 430,000 0.34
-------------------- -------------------------
Alexander John Scott-Barrett 305,000 0.24
-------------------- -------------------------
Kenneth George Patterson 100,000 0.08
-------------------- -------------------------
Note:
[1] As part of the holding shown in this table, Malcolm Streatfield had beneficial interests
in 1,468,948 ordinary shares of one penny each held as his self-invested personal pension.
3(b) Interests in Lighthouse Group plc ordinary shares held by directors pursuant to Lighthouse
Group plc long-term incentive plan
Lighthouse Group Long Term Incentive Scheme
Director Number of Exercise Date of grant Normal exercise
ordinary price per period
shares share (pence)
purchasable
under options
Malcolm Streatfield 2,564,102 1.0 10 December 10 December
2015 2018 to 10
December
2025
(approved)
--------------- --------------- -------------- ----------------
Malcolm Streatfield 685,898 1.0 10 December 10 December
2015 2018 to 10
December
2025
(unapproved)
--------------- --------------- -------------- ----------------
Malcolm Streatfield 1,761,869 1.0 2 June 2017 2 June 2020
to 2 June
2027
(unapproved)
--------------- --------------- -------------- ----------------
Peter Smith 2,550,000 1.0 10 December 10 December
2015 2018 to 10
December
2025
(approved)
--------------- --------------- -------------- ----------------
Peter Smith 8,992 1.0 2 June 2017 2 June 2020
to 2 June
2027
(approved)
--------------- --------------- -------------- ----------------
Peter Smith 1,355,880 1.0 2 June 2017 2 June 2020
to 2 June
2027
(unapproved)
--------------- --------------- -------------- ----------------
Kenneth George 600,000 1.0 10 December 10 December
Paterson 2015 2018 to 10
December
2025
(approved)
--------------- --------------- -------------- ----------------
Kenneth George 374,037 1.0 2 June 2017 2 June 2020
Paterson to 2 June
2027
(approved)
--------------- --------------- -------------- ----------------
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: 15 April 2019
Contact name: Peter Smith
--------------
Telephone number: 0207065 5640
--------------
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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