EMIS Group PLC

Form 8 (OPD) - EMIS Group PLC

RNS Number : 8517P
EMIS Group PLC
22 June 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:

EMIS 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

EMIS Group plc

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

OFFEREE

(e) Date position held:

  The latest practicable date prior to the disclosure

21 June 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:

 

 

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

0

0

0

0

(2) Cash-settled derivatives:

 

0

0

0

0

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

0

0

0

0

 

  TOTAL:

0

0

0

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:

None

 

 

3.  POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

(a)  Ordinary shares held by the directors of EMIS Group plc, their close relatives and related trusts:

 

Name

Number of ordinary shares

Percentage of total share capital (excluding share options)

Patrick De Smedt



Shares held by Numis Nominees (Client) Limited

10,000

0.016%

Andrew Thorburn



Shares held directly

24,258

0.038%

Shares held by Barclays Direct Investing Nominees Limited

42,252

0.067%

Shares held by Embark Investment Services Limited (as trustees for Yorkshire Building Society)

472

0.0008%

Peter Southby



Shares held by Katherine Southby directly

31,545

0.050%

Shares held by Embark Investment Services Limited (as trustees for Yorkshire Building Society)

2,921

0.005%

Kevin Boyd



Shares held by Hargreaves Lansdown (Nominees) Limited

2,500

0.004%

Shares held by Hargreaves Lansdown (Nominees) Limited on behalf of Nicola Boyd

4,500

0.007%

Denise Collis



Shares held by HSBC Client Holdings Nominee (UK) Limited

1,441

0.002%

 

 

 

 

 

 

 

 

 

 

(b)  Options and awards granted under EMIS Group plc's share plans held by the directors of EMIS Group plc, their close relatives and related trusts:

 

Name

Share Plan

Date of grant

Number of ordinary shares

Exercise period

Exercise price (per share)

Andrew Thorburn







LTIP 2019

24 April 2019

37,690

 

24 April 2022 - 24 April 2029

Nil.


LTIP 2019

24 June 2019

66,225

24 June 2023 - 24 June 2029

Nil.


LTIP 2019

24 June 2019

66,225

24 June 2024 - 24 June 2029

Nil.


LTIP 2020

2 April 2020

63,061

2 April 2023 - 2 April 2030

Nil.


LTIP 2021

7 April 2021

54,210

7 April 2024 - 7 April 2031

Nil.


LTIP 2022

20 June 2022

46,688

 

8 April 2025 - 8 April 2032

Nil.

Peter Southby







LTIP 2019

24 April 2019

16,641

24 April 2022 - 24 April 2029

Nil.


LTIP 2019

24 June 2019

21,930

24 June 2023 - 24 June 2029

Nil.


LTIP 2019

24 June 2019

27,412

24 June 2024 - 24 June 2029

Nil.


LTIP 2020

2 April 2020

27,843

2 April 2023 - 2 April 2030

Nil.


LTIP 2021

7 April 2021

23,935

7 April 2024 - 7 April 2031

Nil.


LTIP 2022

20 June 2022

20,614

 

8 April 2025 - 8 April 2032

Nil.

 

(c)  Interests and short positions held by connected advisers of EMIS Group plc

 

No interests, short positions or rights to subscribe are held by EMIS Group plc's connected adviser, Numis Securities Limited or the persons affiliated with them, who are not exempt principal traders for the purposes of Rule 8 of the Code.

 

 

 

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:

 

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:

22 June 2022

Contact name:

Andrew Thorburn (Chief Executive Officer)

Telephone number:

+44 0330 024 1269

 

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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