Form 8 (OPD) - Purplebricks Group plc

RNS Number : 5491R
Purplebricks Group PLC
01 March 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:

Purplebricks 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.  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

Purplebricks Group plc

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

OFFEREE

(e) Date position held:

  The latest practicable date prior to the disclosure

28 February 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 1p 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:

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:

 

The Directors of Purplebricks Group plc (the "Company") have the following interests in the Company:

 

Ordinary Shares of 1p each

 

Name

No. of ordinary shares of 1p each held

Percentage of issued share capital

Simon Downing

1,891,384

0.61%

Helena Marston

629,585

0.20%

Elona Mortimer-Zhika

263,840

0.08%

Paul Pindar*

16,618,056

5.41%

 

* Includes interests held by Paul Pindar's close relatives

 

Share Options

 

Helena Marston:

 

800,000 Performance Share Plan awards

 

Grant date 15 August 2022

Exercise price  £0.01

Vesting date   15 August 2025

Expiry date 14 August 2032

nil cost

 

 

1,600,000 Performance Share Plan awards

 

Grant date  29 March 2022

Exercise price  £0.01

Vesting date   29 March 2025

Expiry date 28 March 2032

nil cost

 

148,500 Performance Share Plan awards

 

Grant date 19 July 2021

Exercise price  £0.01

Vesting date   19 July 2024

Expiry date 18 July 2031

nil cost

 

 

234,782 Performance Share Plan awards

 

Grant date 14 August 2020

Exercise price  £0.01

Vesting date   14 August 2023

Expiry date 13 August 2030

nil cost

 

Total: 2,783,282

 

 

Dominique Highfield:

 

1,000,000 Performance Share Plan awards

 

Grant date  3 November 2022

Exercise price  £0.01

Vesting date    3 November 2025

Expiry date  2 November 2032

nil cost

 

Total: 1,000,000

 

 

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:

1 March 2023

Contact name:

Mark Jenkins

Telephone number:

+44 (0)121 828 3137

 

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 .

 

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