Form 8 (OPD) - Vp plc

RNS Number : 1716L

Vp PLC

11 May 2022

 

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:	Vp 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	Vp plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:   The latest practicable date prior to the disclosure	11 May 2022
(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 5p 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:	Nil
Details, including nature of the rights concerned and relevant percentages:	Nil

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:

Vp plc directors The following directors of Vp plc have the interests in Vp plc ordinary shares set out below: Name Position Number of ordinary shares in the capital of Vp plc Percentage of issued share capital (excluding options) Jeremy Pilkington* Chairman 20,210,631 50.33% Neil Stothard Chief Executive 858,993 2.13% Allison Bainbridge Group Finance Director 141,078 0.35% Steve Rogers Non-Executive Director - - Phil White Non-Executive Director - - * Jeremy Pilkington is a director of Ackers P Investment Company Limited and is interested in shares owned by Ackers P Investment Company Limited. This company is ultimately controlled by a number of trusts of which, for the purposes of sections 252 to 255 of the Companies Act 2006, Jeremy Pilkington is deemed to be a connected person. As at 11 May 2022 Ackers P Investment Company Limited owned 20,181,411 ordinary shares representing 50.26% of the issued share capital of Vp plc. Seperately to Ackers P Investment Company Limited, Jeremy Pilkington has an interest in 29,220 ordinary shares representing 0.07% of the issued share capital of Vp plc. (b) The following directors of Vp plc have the interests in outstanding awards and options over Vp plc ordinary shares set out below: Long Term Incentive Plan Name Position Maximum number of ordinary shares awarded Date of Grant Share price at grant (£) Exercise price per ordinary share (£) Vesting date Lapse date Jeremy Pilkington* Chairman 68,200^ 9 July 2014 6.80 nil 8 July 2017 8 July 2024 Jeremy Pilkington* Chairman 61,100^ 9 July 2015 7.70 nil 8 July 2018 8 July 2025 Jeremy Pilkington* Chairman 71,700^ 11 July 2016 6.57 nil 10 July 2019 10 July 2026 Jeremy Pilkington* Chairman 38,411^ 12 July 2017 8.70 nil 11 July 2020 11 July 2027 Jeremy Pilkington* Chairman 54,800^ 4 July 2019 8.60 nil 3 July 2022 3 July 2029 Jeremy Pilkington* Chairman 67,400^ 23 July 2020 6.98 nil 22 July 2023 22 July 2030 Jeremy Pilkington* Chairman 51,800^ 2 July 2021 9.08 nil 1 July 2024 1 July 2031 ^ notional shares settled in cash Neil Stothard Chief Executive 42,600 4 July 2019 8.60 nil 3 July 2022 3 July 2029 Neil Stothard Chief Executive 53,400 23 July 2020 6.98 nil 22 July 2023 22 July 2030 Neil Stothard Chief Executive 41,900 2 July 2021 9.08 nil 1 July 2024 1 July 2031 Allison Bainbridge Group Finance Director 31,600 4 July 2019 8.60 nil 3 July 2022 3 July 2029 Allison Bainbridge Group Finance Director 39,700 23 July 2020 6.98 nil 22 July 2023 22 July 2030 Allison Bainbridge Group Finance Director 31,150 2 July 2021 9.08 nil 1 July 2024 1 July 2031 Savings-Related Option Scheme Name Position Maximum number of ordinary shares awarded Date of Grant Option exercise price per ordinary share (£) Exercise price per share (£) Vesting date Awards exercisable between Neil Stothard Chief Executive 506 11 July 2019 8.88 7.11 30 Sept 2022 30 Sep 2029 Neil Stothard Chief Executive 616 16 July 2020 7.29 5.84 30 Sept 2023 30 Sept 2030 Neil Stothard Chief Executive 519 12 July 2021 8.66 6.93 30 Sept 2024 30 Sept 2031

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:	11 May 2022
Contact name:	Allison Bainbridge, Group Finance Director
Telephone number:	[phone]

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

 

 

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