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: |
UK Commercial Property
REIT Limited |
(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 |
UK Commercial Property
REIT Limited |
(d) Is the
discloser the offeror or the
offeree? |
Offeree |
(e) Date
position held:
The latest practicable
date prior to the
disclosure |
22 February
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” |
No |
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 25
pence each |
|
Interests |
Short
positions |
Number |
% |
Number |
% |
(1) Relevant
securities owned and/or
controlled: |
Nil |
0 |
Nil |
0 |
(2)
Cash-settled derivatives: |
Nil |
0 |
Nil |
0 |
(3)
Stock-settled derivatives (including options) and agreements to
purchase/sell: |
Nil |
0 |
Nil |
0 |
TOTAL: |
Nil |
0 |
Nil |
0 |
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 the directors
of UK Commercial Property REIT Limited ("UKCM") in ordinary shares
of 25 pence each in UKCM (including their close relatives and
related trusts)
Director of UKCM (and
their close relatives and related
trusts) |
Total number of UKCM
ordinary shares held |
Percentage of the total
issued share capital of UKCM (excluding treasury
shares) |
Peter Pereira
Gray |
153,746 |
0.012% |
Michael
Ayre |
192,000 |
0.015% |
Chris
Fry |
106,445 |
0.008% |
Fionnuala
Hogan |
64,034 |
0.005% |
Margaret
Littlejohns |
60,000 |
0.005% |
|
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: |
23 February
2024 |
Contact
name: |
Margaret Littlejohns (via
Rothschild & Co) |
Telephone
number: |
+44 (0) 20 7280
5000 |
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.