Form 8 (OPD) - CPC LN

City Pub Group PLC (The)

23 November 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:	The City Pub 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	The City Pub Group plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	23 November 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"	YES - YOUNG & CO.'S BREWERY, P.L.C.

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 £0.01 each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	NIL	-	NIL	-
(2) Cash-settled derivatives:	NIL	-	NIL	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	NIL	-	NIL	-
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:	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:

a)   Interests held by directors of The City Pub Group plc and their close relatives and related trusts in the ordinary shares of £0.01 each in the capital of the Offeree ("Ordinary Shares") Director Number of Ordinary Shares held Percentage of total issued ordinary share capital (to 2 d.p.) Clive Watson 4,347,819* 4.16% Rupert Clark 828,554** 0.79% Holly Elliott 62,548 0.05% Emma Fox 30,159 0.02% Neil Griffiths 89,156 0.08% Richard Prickett 164,130 0.15% Total 5,522,366 5.25% * Helen Watson (a person acting in concert with Clive Watson) is the registered holder of 87,188, Giselle Watson (a person acting in concert with Clive Watson) is the registered holder of 20,600 Ordinary Shares and Charles Watson (a person acting in concert with Clive Watson) is the registered holder of 39,238 Ordinary Shares. ** Susan Jane Lindsay Clark is the registered holder of 114,989 Ordinary Shares (a person acting in concert with Rupert Clark). b)   Options held by The City Pub Group plc directors over Ordinary Shares Name Plan Date of grant Vesting date of options (from) Expiry date Exercise price (pence) No. of Ordinary Shares under option Clive Watson City Pub Long Term Incentive Plan 2021 grant May 2021 May 2024 May 2031 Nil 400,000 Clive Watson City Pub Long Term Incentive Plan 2022 grant June 2022 June 2025 June 2032 Nil 200,000 Clive Watson City Pub Long Term Incentive Plan 2023 grant June 2023 June 2026 June 2033 Nil 200,000 Clive Watson City Pub Company Share Option Plan 2016 May 2016 May 2019 May 2026 £1.00 45,000 Holly Elliott City Pub Long Term Incentive Plan 2021 grant December 2021 December 2024 December 2031 Nil 400,000 Holly Elliott City Pub Long Term Incentive Plan 2022 grant June 2022 June 2025 June 2032 Nil 200,000 Holly Elliott City Pub Long Term Incentive Plan 2023 grant June 2023 June 2026 June 2033 Nil 200,000 Holly Elliott City Pub Company Share Option Plan 2022 June 2022 June 2025 June 2032 £0.90 33,333 Rupert Clark City Pub Long Term Incentive Plan 2021 grant May 2021 May 2024 May 2031 Nil 400,000 Rupert Clark City Pub Long Term Incentive Plan 2022 grant June 2022 June 2025 June 2032 Nil 200,000 Rupert Clark City Pub Long Term Incentive Plan 2023 grant June 2023 June 2026 June 2033 Nil 250,000 Rupert Clark City Pub Company Share Option Plan 2016 May 2016 May 2019 May 2026 £1.00 30,000

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:	23 November 2023
Contact name:	Chris Merriman
Telephone number:	0207 099 5170

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.

 

END