Form 8 (OPD)(Quintain Estates and Development PLC)

RNS Number : 4107U
Quintain Estates & Development PLC
29 July 2015
 



FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rule 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

QUINTAIN ESTATES AND DEVELOPMENT 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.


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

     Use a separate form for each offeror/offeree

QUINTAIN ESTATES AND DEVELOPMENT PLC

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

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

29 JULY 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"

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:

 


 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:





(2) Cash-settled derivatives:

 





(3) Stock-settled derivatives (including options) and agreements to purchase/sell:





 

     TOTAL:

NIL


NIL


 

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)     Directors' beneficial interests in Quintain ordinary shares

            (including shares held in the Quintain 2014 Share Incentive Plan Trust)

 

Director's Name

Number of shares

% of issued share capital

William Rucker

478,724

0.0910%

Peter Dixon

20,000

0.0038%

Maxwell James

45,243

0.0086%

Nigel Kempner

1,020,670

0.1940%

Rosaleen Kerslake

12,720

0.0024%

 

3 (b)     Directors' interests in awards of ordinary shares under Quintain's share plans

 

Quintain Incentive Plan 2013

 

Director's Name

Number of shares subject to award

Date of Award

Exercise price per share

Normal vesting date

Maxwell James

539,585

22 July 2013

Nil

22 July 2016

Maxwell James

344,489

23 May 2014

Nil

23 May 2017

Maxwell James

212,893

22 May 2015

Nil

22 May 2018

Maxwell James

520,034

22 May 2015

Nil

May 2016

Nigel Kempner

380,477

22 July 2013

Nil

22 July 2016

Nigel Kempner

242,909

23 May 2014

Nil

23 May 2017

Nigel Kempner

221,897

22 May 2015

Nil

22 May 2018

Nigel Kempner

438,472

22 May 2015

Nil

May 2016

 

Buy-out agreement dated 20 January 2015

 

Director's Name

Number of shares subject to award

Date of Award

Exercise price per share

Normal vesting date

Simon Carter

440,000

20 Jan 2015

Nil

14 Sept 2015

Simon Carter

268,888

20 Jan 2015

Nil

26 May 2016

Simon Carter

268,888

20 Jan 2015

Nil

26 May 2017

 

3 (c)      Other rights to subscribe for Quintain shares

Grafton Loan Notes redemption and subscription agreement

 

Director's Name

No. of shares

Subscription date

Subscription Price

Nigel Kempner

123,292

29 July 2015

£0.55

 

 

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:

29 July 2015

Contact name:

Sandra Odell, Company Secretary

Telephone number:

+44 (0)20 3219 2136

 

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 disclosure requirements on +44 (0)20 7638 0129.

 

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

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FEEGRGDRRDDBGUC

Companies

Quadrise (QED)
UK 100