Universe Group PLC Form 8 (OPD) Universe Group plc (3821U)
02 December 2021 - 10:29PM
UK Regulatory
TIDMUNG
RNS Number : 3821U
Universe Group PLC
02 December 2021
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: Universe 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.
-------------------
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Universe Group 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: 02-12-2021
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:
Interests Short positions
------------- ------------------
Number % Number %
------- ---- ----------- -----
(1) Relevant securities owned and/or controlled: N/A N/A N/A N/A
------- ---- ----------- -----
(2) Cash-settled derivatives: N/A N/A N/A N/A
------- ---- ----------- -----
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: N/A N/A N/A N/A
------- ---- ----------- -----
N/A N/A N/A 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: 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:
(1) Interests of directors (together with their close relatives and related trusts) of Universe
Group plc in the ordinary shares of GBP0.01 each
Director Number of ordinary % of issued ordinary
shares shares (2 d.p.)
Andrew Blazye 20,342,785 7.79%
------------------- ---------------------
Neil Radley 1,999,790 0.77%
------------------- ---------------------
Malcolm Coster 9,215,754* 3.53%
------------------- ---------------------
Ivan Brooks 520,736** 0.20%
------------------- ---------------------
Adrian Wilding 200,000 0.08%
------------------- ---------------------
Director Number Date of Plan Exercise Date Expiry
of options award price from
which
exercisable
Neil 20 July Unapproved 20 July 20 July
Radley 12,700,000 2021 Plan 5.4p 2024 2026
----------- ----------- ----------- --------- ------------ -----------
Malcolm 28 October Unapproved 28 October 28 October
Coster 100,000 2014 Plan 5.5p 2017 2024
----------- ----------- ----------- --------- ------------ -----------
Adrian 20 July Unapproved 20 July 20 July
Wilding 5,000,000 2021 Plan 5.4p 2024 2026
----------- ----------- ----------- --------- ------------ -----------
*Includes 6,371,643 shares held in the name of Teresa Coster, who is Malcolm Coster's daughter
in law.
**Includes 78,236 shares held in the name of Thomas Brooks and 42,500 shares held in the name
of Alexander Brooks, who are Ivan Brooks' sons.
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"
N/A
(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"
N/A
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
---
Date of disclosure: 2 December 2021
Contact name: Adrian Wilding
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Telephone number: +44 2380 689 510
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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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