Form 8 (OPD) Elementis plc

RNS Number : 5339G
Elementis PLC
25 November 2020
 

 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:

Elementis plc ("Elementis")

(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

Elementis

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

  The latest practicable date prior to the disclosure

25 November 2020

(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:

 


 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

NIL

-

NIL

-

(2) Cash-settled derivatives:

 

NIL

-

NIL

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

NIL

-

NIL

-

 

  TOTAL:

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)  Ordinary shares in Elementis held by Elementis Directors

 

The issued share capital as at 25 November 2020 is 580,801,241.

 

Concert Party

Number of ordinary shares in Elementis

Percentage of existing issued ordinary share capital in Elementis (per cent) (1)

Andrew Duff

 

113,500

0.01954%

Dorothee Deuring

 

26,250

0.00452%

Steve Good

 

62,500

0.01076%

Ralph Hewins

 

59,193

0.01019%

Anne Hyland

 

22,153

0.00381%

John O'Higgins

 

NIL

NIL

Christine Soden

 

NIL

NIL

Paul Waterman

 

713,843

0.12291%

(1) Rounded to 5 decimal places

 

 

(b)  Deferred share awards held by Elementis Executive Directors

 

Deferred shares may be awarded to Elementis Executive Directors as part of their annual bonus.  Any bonus due above 50% of the individual's maximum bonus entitlement is awarded as deferred shares, which vest after two years unless the individual ceases employment prior to the second anniversary of the award and qualifies as a good leaver.  Please see the Directors' Remuneration Report on pages 79 to 95 of Elementis' 2019 Annual Report and Accounts for further details.

 

(i)  Deferred share awards held by Paul Waterman

 

Award Date

Vesting Date (subject to employment conditions)

Subscription Price (£)

Outstanding

06.03.2019

 

06.03.2021

£0.00

110,378

05.03.2020

 

05.03.2022

£0.00

188,130

 

(ii)  Deferred share awards held by Ralph Hewins

 

Award Date

Vesting Date (subject to employment conditions)

Subscription Price (£)

Outstanding

07.03.2017

 

08.03.2019

£0.00

7,140

07.03.2017

 

08.03.2020

£0.00

17,458

05.03.2018

 

05.03.2020

£0.00

73,123

06.03.2019

 

06.03.2021

£0.00

48,865

05.03.2020

 

05.03.2022

£0.00

76,266

 

(c)  Long Term Incentive Plan ("LTIP") awards held by Elementis Executive Directors

 

LTIP awards are granted to Elementis Executive Directors on an annual basis and vest over a period of three years subject to continued service and the achievement of a number of key performance measures.  Performance for 2017, 2018 and 2019 LTIPs is measured based on a 50/50 split of earnings per share growth and total shareholder return against a comparator group.  Performance for 2020 LTIPs is measured based on a 1/3 split of earnings per share growth and total shareholder return against a comparator group and cash conversion.  Please see the Directors' Remuneration Report on pages 79 to 95 of Elementis' 2019 Annual Report and Accounts for further details.

 

(i)  LTIP awards held by Paul Waterman

 

Award Date

Vesting Date (subject to performance and employment conditions)

Subscription Price (£)

Outstanding

30.04.2018

 

30.04.2021

£0.00

483,127

01.04.2019

 

01.04.2022

£0.00

849,282

07.04.2020

 

07.04.2023

£0.00

2,037,577

 

(ii)  LTIP awards held by Ralph Hewins

 

Award Date

Vesting Date (subject to performance and employment conditions)

Subscription Price (£)

Outstanding

07.03.2017

 

07.03.2017

£0.00

92,262

30.04.2018

 

30.04.2021

£0.00

229,983

01.04.2019

 

01.04.2022

£0.00

381,469

07.04.2020

 

07.04.2023

£0.00

862,469

 

(d)  Save as you earn ("SAYE") awards held by Elementis Executive Directors

 

This is a savings based share option scheme that is not subject to performance conditions.

 

(i)  SAYE awards held by Paul Waterman

 

Award Date

Vesting Date (subject to performance and employment conditions)

Subscription Price (£)

Outstanding

15.09.2020

 

15.05.2022

£0.6311

59,188

 

(ii)  SAYE awards held by Ralph Hewins

 

Award Date

Vesting Date (subject to performance and employment conditions)

Subscription Price (£)

Outstanding

27.11.2018

 

27.11.2021

£1.6391

10,981

 

BUCK TRUSTEES (GUERNSEY) LIMITED

 

Class of relevant security:

Ordinary shares in Elementis


Interests

Short Positions

Name

Number

%

Number

%

(1)  Relevant securities owned and/or controlled:

 

621,236

0.10696%

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:

621,236

0.10696%

NIL

NIL

(1) Rounded to 5 decimal places

 

 

(e)  Interests and short positions of Elementis' advisers in ordinary shares in Elementis

 

J.P. MORGAN CHASE BANK (CUSTODY)  

Class of relevant security:

Ordinary shares in Elementis

 

Interests

Short positions

Name

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

2

0.00000(1)

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:

2

0.00000(1)

NIL

NIL

(1) Rounded to 5 decimal places.

No interests, short positions or rights to subscribe are held by Elementis plc's connected advisers Rothschild & Co or Numis Securities Limited, or the persons affiliated with them, who are not exempt principal traders for the purposes of the Rule 8 of the Code.

 

 

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:

25 November 2020

Contact name:

Laura Higgins

Group Company Secretary

 

Telephone number:

020 7067 2999

 

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.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
FEEEAKFSASFEFFA

Companies

Elementis (ELM)
UK 100

Latest directors dealings