Form 8 (OPD) (C&C Group plc)
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
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(a) Identity of the party to the offer making the disclosure: |
C&C Group plc |
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(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient |
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer |
C&C Group plc |
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(d) Is the party to the offer making the disclosure the offeror or the offeree? |
OFFEROR |
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(e) Date position held: |
5 November 2014 |
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(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? |
No |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
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Class of relevant security:
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Ordinary shares of 1 Euro cents each |
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Interests |
Short positions |
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Number |
% |
Number |
% |
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(1) Relevant securities owned and/or controlled: |
0 |
- |
0 |
- |
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(2) Derivatives (other than options): |
0 |
- |
0 |
- |
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(3) Options and agreements to purchase/sell: |
0 |
- |
0 |
- |
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TOTAL: |
0 |
- |
0 |
- |
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, 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
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Class of relevant security in relation to which subscription right exists: |
None |
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Details, including nature of the rights concerned and relevant percentages: |
None |
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.
(c) Irrevocable commitments and letters of intent
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Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code): |
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None
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3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure: |
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3.1 Shares held by directors of C&C Group plc
1 12,000 of which are held by Joris Brams BVBA.
2 Held jointly with his wife Michelle Gilliland.
3 Some of these shares are jointly held with Richard's wife, Karine Holroyd. Karine also individually beneficially owns some of these shares.
3.2 Directors rights to subscribe in C&C Group plc shares
Joint Share Ownership Plan (JSOP)
The vesting of share awards under the JSOP are conditional on, and the number of shares awarded may fluctuate pursuant to the satisfaction of performance conditions relating to share price and total shareholder return and continued employment. All interests currently outstanding have now vested.
Executive Share Option Scheme (ESOS)
The vesting of share awards under the ESOS are conditional on, and the number of shares awarded may fluctuate pursuant to the satisfaction of performance conditions relating to growth in earnings per share and continued employment. Each option will not normally be exercisable until three years after the date of the award.
Long Term Incentive Plan Part 1 (LTIP Part 1)
The vesting of share awards under the LTIP Part 1 are conditional on, and the number of shares awarded may fluctuate pursuant to the satisfaction of performance conditions relating to growth in earnings per share and total shareholder return and continued employment. Each award will not normally vest until three years after the date of the award.
4 Shadow awards to Joris Brams BVBA.
Recruitment & Retention Plan (R&R)
The vesting of share awards under the R&R are conditional on service conditions and/or total shareholder return performance and normally vest in annual tranches on the first, second and third anniversary of grant.
5 Shadow awards to Joris Brams BVBA.
3.3 Share interests of concert parties
Richard Evans, Acting Company Secretary
Richard Evans holds 726 shares through the Offeror's UK SIP and 7 shares as dividend SIP shares (0.00% of the existing issued share capital). He has options over 13,702 shares under the Offeror's R&R scheme granted on 16/05/2013 at nil cost and options over 3,413 shares under the R&R scheme granted on 17/05/2012 at nil cost.
Elizabeth Hodgins
Elizabeth Hodgins holds 1,489 shares and 1,062 shares through the Offeror's Irish APSS (0.00% of the existing issued share capital). She has options over 37,400 shares under the ESOS scheme granted on 21/07/2010 at an exercise price of EUR 3.32, options over 21,985 shares under the LTIP Part 1 scheme granted on 17/05/2012 at nil cost and options over 15,399 shares under the R&R scheme granted on 17/05/2012 at nil cost.
Mark Boulos
Mark Boulos has options over 7,362 shares under the Long Term Incentive Plan Part 2 scheme granted on 17/05/2012 at nil cost. He also has options over 116,750 shares under the R&R scheme granted on 21/05/2014 at nil cost, 37,371 shares under the R&R scheme granted on 16/05/2013 at nil cost and 24, 821 shares under the R&R scheme granted on 17/05/2012 at nil cost.
Colin Dingwall
Colin Dingwall holds 308 shares through UK SIP (0.00% of the existing issued share capital). He has options over 65,002 shares under the R&R scheme granted on 27/06/2014 at nil cost.
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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 3 for each additional class of relevant security.
Details of any open derivative or option positions, 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
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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: If there are no such agreements, arrangements or understandings, state "none" |
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None
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(b) Agreements, arrangements or understandings relating to options or derivatives
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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" |
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None
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(c) Attachments
Are any Supplemental Forms attached?
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Supplemental Form 8 (Open Positions) |
NO |
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Supplemental Form 8 (SBL) |
NO |
Date of disclosure: |
6 November 2014 |
Contact name: |
Richard Evans, Acting Company Secretary |
Telephone number: |
+ 447940 950 312 |
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 dealing 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
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