Form 8 (OPD) - Pendragon PLC

Pendragon PLC

28 September 2023

 

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:	Pendragon 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	Pendragon PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	28 September 2023
(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:	Ordinary shares of 5 pence each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	NIL	0	NIL	0
(2) Cash-settled derivatives:	NIL	0	NIL	0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	NIL	0	NIL	0
TOTAL:	NIL	0	NIL	0

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:

Shares held by the directors of Pendragon PLC (held beneficially by them or their close relatives)
Name	Number of Ordinary Shares of £0.05 each in the Offeree interested in	Percentage of total issued share capital (%) (excluding shares under option) of the Offeree
Martin Casha	11,098,524	0.794
William Berman	1,462,114	0.105
Mark Willis	804,163	0.058
Dietmar Exler	210,000	0.015
Brian Small	400,000	0.029

Awards granted to the directors of Pendragon PLC outstanding
Name	Description of Award[1]	Date of Award / Grant	Number of Ordinary Shares of £0.05 each subject to the awards	Exercise price (pence)	Vesting Date[2]
William Berman	Awards over nil-cost options pursuant to LTIP	28 October 2020	9,762,851	Nil	28 October 2023
William Berman	Awards over nil-cost options pursuant to LTIP	13 July 2021	4,321,634	Nil	13 July 2024
Mark Willis	Awards over nil-cost options pursuant to LTIP	28 October 2020	5,369,568	Nil	28 October 2023
Mark Willis	Awards over nil-cost options pursuant to LTIP	13 July 2021	2,376,899	Nil	13 July 2024
Martin Casha	Awards over nil-cost options pursuant to LTIP	28 October 2020	3,190,239	Nil	28 October 2023
Martin Casha	Awards over nil-cost options pursuant to LTIP	13 July 2021	2,412,500	Nil	13 July 2024

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:	28 September 2023
Contact name:	Richard Maloney
Telephone number:	01623 725 119

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.

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[1] Unvested and subject to continued employment

[2] As determined by the Remuneration Committee, the shares awarded will vest at only 91.6% of maximum

 

END