Form 8 (OPD) - Pinewood Technologies Group plc

Pinewood Technologies Group PLC

12 February 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:	Pinewood Technologies 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	Pinewood Technologies Group plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	11 February 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 £1.00 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:	N/A
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) Shares held by the directors of Pinewood Technologies Group plc (held beneficially by them or their close relatives) Name Number of Ordinary Shares of £1.00 each in the offeree company Percentage of total issued share capital (%) (excluding shares under option) of the offeree company William Berman 13,921 0.01% Oliver Mann 49,296 0.04% Dietmar Exler 26,850 0.02% Brian Small 26,349 0.02% Christopher Holzshu 28,000 0.02% Jemima Bird 15,627 0.01% b) Awards granted to the directors of Pinewood Technologies Group plc outstanding Name Description of Award Date of Grant Number of Ordinary Shares of £1.00 each subject to the outstanding awards Price Vesting Date (subject to satisfaction of relevant conditions, otherwise Awards will lapse) William Berman Conditional share awards granted pursuant to the Deferred Share Plan (2024) 15 July 2024 400,485 Nil 15 July 2027 Conditional share awards granted pursuant to the Deferred Share Plan (2025) 12 June 2025 56,357 Nil 12 June 2028 Conditional share awards granted pursuant to the LTIP (2024) 15 July 2024 1,256,067 Nil 15 July 2027 Conditional share awards granted pursuant to the LTIP (2025) 12 June 2025 232,194 Nil 12 June 2028 Oliver Mann Conditional share awards granted pursuant to the LTIP (2024) 15 July 2024 291,262 Nil 15 July 2027 Conditional share awards pursuant to the LTIP (2025) 12 June 2025 98,013 Nil 12 June 2028 Conditional share awards granted pursuant to the Deferred Share Plan (2025) 12 June 2025 19,602 Nil 12 June 2028

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:	12 February 2026
Contact name:	Oliver Mann
Telephone number:	0121 697 6600

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