Form 8 (OPD) - Mitie Group plc

MITIE Group PLC

04 August 2026

 

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:	MITIE 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	MITIE GROUP PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	4 August 2026
(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 2.5 pence each
	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:	Ordinary shares of 2.5 pence each
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

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:

3(a) Shares held by directors of Mitie Group plc Director Number of Mitie Group plc shares Percentage of existing Mitie Group plc ordinary shares (1,301,321,429) Christopher Rogers 194,000 0.01% Jennifer Duvalier 95,665 0.01% Phil Bentley 13,605,747 1.05% Simon Kirkpatrick and close relative 850,459 0.07% Penelope James 47,091 0.00% Chetan Patel and close relative 160,047 0.01% Mary Reilly 134,640 0.01% Ommasalma Shah 39,715 0.00% 3(b) Directors' rights to subscribe to Mitie Group plc shares Enhanced Delivery Plan Director Number of Mitie Group plc shares Grant Date Vesting Date / Release Date Exercise Price Expiry Date Phil Bentley 8,806,611 27 July 2021 27 July 2026 Nil 27 July 2027 Simon Kirkpatrick 1,391,322 27 July 2021 27 July 2026 Nil 27 July 2027 Deferred Bonus Plan Director Number of Mitie Group plc shares Grant Date Vesting Date / Release Date Exercise Price Phil Bentley 514,357 19 June 2025 5 June 2027 N/A Phil Bentley 175,434 12 June 2026 9 June 2028 N/A Simon Kirkpatrick 209,547 19 June 2025 5 June 2027 N/A Simon Kirkpatrick 70,271 12 June 2026 9 June 2028 N/A Long Term Incentive Plan Director Number of Mitie Group plc shares Grant Date Vesting Date / Release Date Exercise Price Expiry Date Phil Bentley 2,683,264 24 September 2021 24 September 2026 Nil 24 September 2027 Phil Bentley 3,266,787 17 June 2022 17 June 2027 Nil 17 June 2028 Phil Bentley 2,169,345 29 June 2023 29 June 2028 Nil 29 June 2029 Phil Bentley 5,162,523 30 July 2024 30 July 2029 Nil 30 July 2030 Simon Kirkpatrick 782,618 24 September 2021 24 September 2026 Nil 24 September 2027 Simon Kirkpatrick 1,029,038 17 June 2022 17 June 2027 Nil 17 June 2028 Simon Kirkpatrick 843,633 29 June 2023 29 June 2028 Nil 29 June 2029 Simon Kirkpatrick 689,292 30 July 2024 30 July 2029 Nil 30 July 2030 Simon Kirkpatrick 628,048 19 June 2025 19 June 2030 Nil 19 June 2031 Simon Kirkpatrick 538,052 22 June 2026 22 June 2031 Nil 22 June 2032

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:	4 August 2026
Contact name:	Peter Dickinson
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