Mothercare Plc : Form 8 (OPD) Mothercare plc

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) Identity of the party to the offer making the disclosure:	MOTHERCARE 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	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each party to the offer	MOTHERCARE PLC (OFFEREE)
(d) Is the party to the offer making the disclosure the offeror or the offeree?	OFFEREE
(e) Date position held:	14 JULY 2014
(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	YES: DESTINATION MATERNITY CORPORATION (OFFEROR)

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:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	NIL	0	NIL	0
(2) Derivatives (other than options):	NIL	0	NIL	0
(3) Options and agreements to purchase/sell:	NIL	0	NIL
TOTAL:

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:

3(a) Shares held by directors of Mothercare plc

Director	Number of Mothercare plc ordinary 50p shares held	Percentage of total
Amanda Mackenzie	25,760	0.029002069
Alan Parker	232,554	0.261822481
Richard Rivers	29,000	0.032649844
Nick Wharton (held by his spouse)	3,840	0.00432329

3(b) Directors' interests in awards of Mothercare plc share plans

Chairman's share matching scheme

Director	Number of Mothercare plc shares	Date of grant	Vesting date
Alan Parker	60,000	02/08/11	01/08/14
Alan Parker	54,997	17/11/11	16/11/14

Long term incentive plan

Director	Number of Mothercare plc ordinary 50p shares	Date of grant	Vesting date
Matt Smith	224,991	25/03/13	28/03/15 and 27/03/16
	142,794	16/12/13	43.75% after publication of FY16 results; 56.25% after publication of FY17 results

Short term incentive plan (annual bonus deferred shares)

Director	Number of Mothercare plc ordinary 50p shares	Date of grant	Vesting date
Matt Smith	24,346	11.06.13	11.06.16

3(c) Interests of employment benefit trusts

Entity	Number of Mothercare plc ordinary 50p shares	Percentage of existing issued share capital
Mothercare Employees' Share Trustee Limited	3,151	0.0035475
Mothercare employee trust	67,118	0.0755652

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 JULY 2014
Contact name:	Tim Ashby
Telephone number:	01923 241000

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 [e-mail].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

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

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The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Mothercare Plc via Globenewswire

HUG#1827322