Form 8 (OPD) offeror - NCC Group plc

RNS Number : 3427I

NCC Group PLC

24 March 2015

 



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:	NCC Group plc ("NCC Group")
(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:      Use a separate form for each offeror/offeree	NCC Group plc
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	23 March 2015
(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"	No

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:	Ordinary shares of one pence each in the capital of NCC Group ("Ordinary Shares")
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	N/A	Nil	N/A
(2) Cash-settled derivatives:	Nil	N/A	Nil	N/A
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	N/A	Nil	N/A
TOTAL:	Nil	N/A	Nil	N/A

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:

3 (a) Interests in Ordinary Shares held by directors of NCC Group Name of NCC Group Director Number of existing Ordinary Shares % of total existing NCC Group issued share capital Paul Mitchell 629,600 0.30 Rob Cotton 5,396,555 2.58 Atul Patel 83,530 0.04 Debbie Hewitt MBE 33,990 0.02 Thomas Chambers 19,000 0.01 Total 6,162,675 2.95 3 (b) NCC Group directors' rights to subscribe to Ordinary Shares Name Date granted NCC Group Share Scheme Option exercise price (pence) Number of NCC Group Shares Exercise period Rob Cotton 9 July 2012 LTIP 100p on each occasion of exercise 321,492 1 June 2015 to 9 July 2016 Rob Cotton 8 July 2013 LTIP 100p on each occasion of exercise 312,727 1 June 2016 to 10 July 2017 Rob Cotton 5 August 2013 Sharesave 113.27p per share 7,945 1 October 2016 to 31 March 2018 Rob Cotton 5 August 2014 Sharesave 151.67p per share 5,933 1 October 2017 to 31 March 2018 Rob Cotton 6 August 2014 LTIP 100p on each occasion of exercise 228,432 1 June 2017 to 6 August 2018 Atul Patel 9 July 2012 LTIP 100p on each occasion of exercise 149,532 1 June 2015 to 9 July 2016 Atul Patel 8 July 2013 LTIP 100p on each occasion of exercise 145,454 1 June 2016 to 10 July 2017 Atul Patel 5 August 2014 Sharesave 151.67p per share 11,867 1 October 2017 to 31 March 2018 Atul Patel 6 August 2014 LTIP 100p on each occasion of exercise 101,579 1 June 2017 to 6 August 2018

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:	24 March 2015
Contact name:	Helen Nisbet
Telephone number:	0161 209 5251

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 disclosure requirements on [phone].

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

 

END

 

 

FEEEASDLAEKSEFF