Form 8 (OPD) (Benchmark Holdings PLC)

Benchmark Holdings PLC

26 January 2024

 

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:	Benchmark Holdings 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	Benchmark Holdings PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	25 January 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:	None
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	Nil	Nil	Nil
(2) Cash-settled derivatives:	Nil	Nil	Nil	Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil	Nil	Nil
TOTAL:	Nil	Nil	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:	None
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 Benchmark Holdings PLC, their close relatives and related trusts Name Number of shares Percentage of issued capital (to three decimal places) Jonathan Esfandi (Director) by way of his interest of JNE Partners LLP 169,263,811 22.892% Peter Lutz George (Director) 3,145,719 0.425% Yngve Myhre (Director) 1,326,401 0.179% Septima Maguire (Director) 322,028 0.044% Jonathan Maguire (spouse of Septima Maguire) 20,000 0.003% Trond Williksen (Director) 270,000 0.037% Kristian Eikre Nil Nil Karin Danielsson Nil Nil Torgeir Svae Nil Nil (b)  Interests held as options or awards under the share plans of Benchmark Holdings PLC by the directors of Benchmark Holdings PLC and their close relatives and related trusts who are not exempt principal traders for the purposes of Rule 8 of the Code Name Share Plan No. of ordinary shares under option Exercise price per share (£) Exercise period Septima Maguire CSOP Part II (PSP) 829,490 0.1 From 12 December 2025 Septima Maguire CSOP Part II (RSU) 1,244,230 0.1 From 12 December 2025 Septima Maguire CSOP Part II 362,546 0.1 From 19 December 2024 Septima Maguire CSOP Part II - LTIP 412,693 0.1 From 6 December 2024 Septima Maguire CSOP Part II - LTIP 94,769 0.67 From 5 January 2024 to 5 January 2031 Septima Maguire CSOP Part II - LTIP 285,828 0.67 From 5 January 2024 to 5 January 2031 Septima Maguire CSOP Part II 600,000 31.50 From 1 June 2023 Septima Maguire CSOP Part II 329,412 42.50 From 20 February 2023 Septima Maguire CSOP Part I 70,588 42.50 From 20 February 2023 Trond Williksen CSOP Part II (PSP) 1,216,940 0.1 From 12 December 2025 Trond Williksen CSOP Part II (RSU) 1,825,420 0.1 From 12 December 2025 Trond Williksen CSOP Part II 568,727 0.1 From 19 December 2024 Trond Williksen CSOP Part II - LTIP 647,360 0.1 From 6 December 2024 Trond Williksen CSOP Part II - LTIP 148,657 0.67 From 5 January 2024 to 5 January 2031 Trond Williksen CSOP Part II - LTIP 448,358 0.67 From 5 January 2024 to 5 January 2031 Trond Williksen CSOP Part II 1,500,000 31.50 From 1 June 2023 (a)  Interests and short positions held by connected advisors of Benchmark Holdings PLC N/A (b)  Interests of other persons acting in concert with the Offeree N/A

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:	26 January 2024
Contact name:	Jennifer Haddouk
Telephone number:	[phone]

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 [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END