Form 8 (OPD)Amendment Evoluton Group/Investec

RNS Number : 4584M
Evolution Group PLC
16 August 2011
 



FORM 8 (OPD) Amendment

(JSOP details in Q3 amended from version of 10.8.2011)

 

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) Identity of the party to the offer making the disclosure:

EVOLUTION 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

-

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each party to the offer

EVOLUTION GROUP PLC

(d) Is the party to the offer making the disclosure the offeror or the offeree?

OFFEREE

(e) Date position held:

9 AUGUST 2011

(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

YES

Investec plc

 

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

(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

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:





(2) Derivatives (other than options):





(3) Options and agreements to purchase/sell:





 

     TOTAL:

NONE


NONE


 

All interests and all short positions should be disclosed.

 

Details of any open derivative or option positions, 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

 

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.

 

(c)        Irrevocable commitments and letters of intent

 

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

 

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 of any person acting in concert with the party to the offer making the disclosure:

 


ORDINARY SHARES

A Snow (Director)

5,634,273*

2.422%

M Gray (Director)

35,000

0.015%

P Gibbs (Director)

100,000

0.043%

C Chambers (Director)

126,000

0.054%

P Howell (Director)

3,754**

0.002%

Williams de Broe Ltd on behalf of discretionary clients

1,213,003

0.521%

Evo Nominees Ltd (member of The Evolution Group plc group of companies) as nominee for the beneficiaries of The Evolution Group Share Incentive Plan 2003, administered by Capita IRG Trustees Ltd.

 

2,817,518

1.211%

Evo Nominees Ltd (member of The Evolution Group plc group of companies) as nominee for the beneficiaries of the 2002 Employee's Share Incentive Plan administered by Capita Trustees Ltd.

 

18,246,296

7.844%

TOTAL

28,175,844

12.112%

* Total includes 26,031 shares held under the 2003 Share Incentive Plan

**All shares are held under the 2003 Share Incentive Plan

 


A Snow

A Westenberger

(resigned on 15.8.2011, as announced)

 

P Howell

 

2002 ESIP Amount

175,179

150,000


Grant Date

8.4.2009

8.4.2009


Exercise Price

1p per share

1p per share


Vesting Date

8.4.2012

8.4.2012


2002 ESIP Amount

378,151

89,286


Grant Date

25.3.2010

25.3.2010


Exercise Price

1p per share

1p per share


Vesting Date

25.3.2013

25.3.2013


2002 ESIP


200,000


Grant Date


26.4.2010


Exercise Price


1p per share


Vesting Date


8.4.2013


2002 ESIP



50,000

Grant Date



21.5.2010

Exercise Price



1p per share

Vesting Date


.

21.2.2011

2002 ESIP



50,000

Grant Date



21.5.2010

Exercise Price



1p per share

Vesting Date


.

21.2.2012

2002 ESIP



50,000

Grant Date



21.5.2010

Exercise Price



1p per share

Vesting Date


.

21.2.2013

2002 ESIP


132,743

132,743

Grant Date


24.3.2011

24.3.2011

Exercise Price


1p per share

1p per share

Vesting Date


24.3.2014

24.3.2014

2002 ESIP


250,000


Grant Date


8.4.2011


Exercise Price


1p per share


Vesting Date


8.4.2014


Total 2002 ESIP Shares Under Option

553,330

822,029

282,743





2010 Partnership Equity Plan - JSOP

2,333,333

1,333,333


Grant Date

25.3.2010

25.3.2010


Note:

Value can be realised in the JSOP shares in three equal tranches in 2013, 2014 and 2015 subject to the achievement of various stretching performance conditions in each of 2010, 2011 and 2012.


 

2010 Growth Share Ownership Plan relating to Williams de Broe Ltd



4,000

 

 

Grant Date



25.3.2010

 

 

2010 Growth Share Ownership Plan relating to Williams de Broe Ltd



300

 

 

Grant Date



1.9.2010

 

 

Total under the Growth Share Option Plan



4,300

 

 

Note:

Williams de Broe Ltd, as a private company does not have a market price per share.  However, vesting of awards are subject to meeting the valuation provisions relating to Williams de Broe Ltd as set out in its Articles of Association including the achievement of the relevant hurdle rate as set out in the rules of the GSOP.


 

 

 

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 3 for each additional class of relevant security.

 

Details of any open derivative or option positions, 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:

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:

16  AUGUST 2011

Contact name:

Tony Lee

Telephone number:

020 7071 4300

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk.  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing 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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