Public Opening Position Disclosure

RNS Number : 6425O

CYBG PLC

18 May 2018

 

CYBG PLC

(Company)

LEI: 213800ZK9VGCYYR6O495

18 May 2018

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:	CYBG 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	CYBG PLC
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	17 May 2018
(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/NO If YES, specify which:

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 securities:
	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:	Nil
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 in CYBG PLC securities held by the directors of CYBG PLC and their close relatives and related trusts Class of relevant securities: Ordinary shares of 10 pence each (unless otherwise indicated) Name Number of CYBG PLC securities held Percentage of issued share capital Jim Pettigrew 50,000 0.006 David Bennett 16,386 0.002 David Duffy 144,590* 0.016 Ian Smith 106,433** 0.012 Debbie Crosbie 110,219*** 0.012 David Browne 5,000 0.001 Adrian Grace 16,220 0.002 Fiona MacLeod 7,000 0.001 Clive Adamson 0 0.000 Paul Coby 0 0.000 Teresa Robson-Capps 0 0.000 Tim Wade 20,000 0.002 * This includes 415 shares held via the CYBG PLC Share Incentive Plan, and CHESS Depositary Interests which represent interests in 4,080 ordinary shares beneficially owned.  ** This includes 1,120 shares held via the CYBG PLC Share Incentive Plan, and CHESS Depositary Interests which represent interests in 4,502 ordinary shares beneficially owned. *** This includes 415 shares held via the CYBG PLC Share Incentive Plan. (b)   Awards over CYBG PLC shares held by the directors of CYBG PLC and their close relatives and related trusts Class of relevant securities: Ordinary shares of 10 pence each (unless otherwise indicated) Name Scheme Number of CYBG PLC shares under award Percentage of issued share capital Vesting date David Duffy Long Term Incentive Plan ("LTIP") 375,897 0.042 09/03/2020 David Duffy LTIP 319,285 0.036 01/12/2020 David Duffy Deferred Equity Plan ("DEP") 768,560 0.087 11/02/2019 David Duffy DEP 210,285 0.024 20/06/2018 Ian Smith LTIP 172,912 0.020 09/03/2020 Ian Smith LTIP 146,871 0.017 01/12/2020 Ian Smith DEP 230,568 0.026 11/02/2019 Ian Smith DEP 96,714 0.011 20/06/2018 Debbie Crosbie LTIP 169,153 0.019 09/03/2020 Debbie Crosbie LTIP 143,678 0.016 01/12/2020 Debbie Crosbie DEP 230,568 0.026 11/02/2019 Debbie Crosbie DEP 94,658 0.011 20/06/2018 (c)   Interests in CYBG PLC's securities held by connected advisers of CYBG PLC Class of relevant securities: Ordinary shares of 10 pence each (unless otherwise indicated) Name of connected adviser Name of entity Number of CYBG PLC securities held Percentage of issued share capital Deutsche Bank AG Wilsons Holding Company Pty Ltd 3,797* 0.0004 *This includes CHESS Depositary Interests which represent interests in 3,797 ordinary shares beneficially owned.

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:	18 May 2018
Contact name:	Andrew Downey
Telephone number:	[phone]

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

 

 

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