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Creightons PLC (CRL)

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Thursday 04 February, 2021

Creightons PLC

Form 8 (OPD) CREIGHTONS

RNS Number : 0737O
Creightons PLC
04 February 2021
 

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:

Creightons 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

Creightons plc

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

OFFEROR

(e) Date position held:

  The latest practicable date prior to the disclosure

4th February 2021

(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"

No

 

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:

 

Creightons plc ordinary shares of 1p 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:

 

The interests of the directors of Creightons plc in the ordinary shares of 1p each ("Ordinary Shares") are as follows:

 

Director

Number of Ordinary Shares of 1p each in the Offeror

Percentage of issued ordinary share capital (%) (excluding shares under option) of the Offeror

William McIlroy (Note)

16,219,275

25.05%

Bernard Johnson

5,087,844

7.86%

Nicholas O'Shea

100,000

0.15%

William Glencross

67,500

0.10%

Pippa Clark

651,818

1.01%

Martin Stevens

881,818

1.36%

Paul Forster

1,183,318

1.83%

 

Note: Mr McIlroy's holding incudes 14,450,000 Ordinary Shares held in the name of Ontario Developments Ltd, a private company of which Mr McIlroy is a director and controlling shareholder.

 

The outstanding rights to subscribe for ordinary shares of 1p each ("Ordinary Shares") in Creightons plc granted to Directors are as follows:

 

Director

Number of share options

Exercise price (pence)

Date of grant

Vesting date

Expiry date

William McIlroy

1,300,000

5.5p

28/11/2014

28/11/2017

27/11/2024

 

900,000

26.8p

18/10/2018

18/10/2021

17/10/2028

Bernard Johnson

900,000

26.8p

18/10/2018

18/10/2021

17/10/2028

Nicholas O'Shea

150,000

26.8p

18/10/2018

18/10/2021

17/10/2028

William Glencross

150,000

26.8p

18/10/2018

18/10/2021

17/10/2028

Pippa Clark

200,000

4.5p

09/09/2015

09/09/2018

08/09/2025

 

600,000

26.8p

18/10/2018

18/10/2021

17/10/2028

 

200,000

36.0p

08/07/2020

08/07/2023

07/07/2030

Martin Stevens

400,000

26.8p

18/10/2018

18/10/2021

17/10/2028

 

100,000

36.0p

08/07/2020

08/07/2023

07/07/2030

Paul Forster

300,000

26.8p

18/10/2018

18/10/2021

17/10/2028

 

100,000

36.0p

08/07/2020

08/07/2023

07/07/2030

 

Beaumont Cornish Limited (connected adviser to the Offeror) has no interest in the Offeror's Ordinary Shares.

 

 

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:

4th February 2021

Contact name:

Nicholas O'Shea

Telephone number:

01733 281000

 

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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