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Pendragon PLC, as offeree, filed a Form 8 (Opening Position Disclosure) on 5 October 2022, reporting NIL interests or short positions in its own relevant securities as of 4 October 2022. Directors Martin Casha, Dietmar Exler, Brian Small, William Berman, and Mark Willis collectively held 13,974,801 ordinary shares, representing 1.001% of the total issued share capital. These directors also held unvested nil-cost options under LTIPs totaling 27,433,691 shares, granted on 28 October 2020 and 13 July 2021, with vesting dates in 2023 and 2024 at 91.6% of maximum.
| Date | 5 Oct 2022 |
| Time | 18:10:54 |
| Category | Holding(s) in company |
| ID | 9447B |
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) Full name of discloser: |
Pendragon 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. For a trust, the trustee(s), settlor and beneficiaries must be named. |
N/A |
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree |
Pendragon PLC |
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(d) Is the discloser the offeror or the offeree? |
OFFEREE |
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(e) Date position held: The latest practicable date prior to the disclosure |
4 October 2022 |
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(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
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Class of relevant security:
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|
|||
|
|
Interests |
Short positions |
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|
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
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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
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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: |
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Shares held by the directors of Pendragon PLC (held beneficially by them or their close relatives) |
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Name |
Number of Ordinary Shares of £0.05 each in the Offeree interested in |
Percentage of total issued share capital (%) (excluding shares under option) of the Offeree |
|
Martin Casha |
11,098,524 Note: 1,538,744 of these constitute deferred bonus shares which were awarded on 24 June 2021 and vested on 15 August 2022 |
0.794 |
|
Dietmar Exler |
210,000 |
0.015 |
|
Brian Small |
400,000 |
0.029 |
|
William Berman |
1,462,114 Note: these constitute deferred bonus shares which were awarded on 24 June 2021 and vested on 15 August 2022 |
0.105 |
|
Mark Willis |
804,163 Note: these constitute deferred bonus shares which were awarded on 24 June 2021 and vested on 15 August 2022 |
0.058 |
|
Awards granted to the directors of Pendragon PLC outstanding |
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Name |
Description of Award |
Date of Award / Grant |
Number of Ordinary Shares of £0.05 each subject to the awards |
Exercise price (pence) |
Vesting Date |
|
William Berman |
Awards over nil-cost options pursuant to LTIP (unvested and subject to continued employment) |
28 October 2020 |
9,762,851 |
Nil |
28 October 2023 Note: however, as determined by the Remuneration Committee, the shares awarded will vest at only 91.6% of maximum |
|
William Berman |
Awards over nil-cost options pursuant to LTIP (unvested and subject to continued employment) |
13 July 2021 |
4,321,634 |
Nil |
13 July 2024 Note: however, as determined by the Remuneration Committee, the shares awarded will vest at only 91.6% of maximum |
|
Mark Willis |
Awards over nil-cost options pursuant to LTIP (unvested and subject to continued employment) |
28 October 2020 |
5,369,568 |
Nil |
28 October 2023 Note: however, as determined by the Remuneration Committee, the shares awarded will vest at only 91.6% of maximum |
|
Mark Willis |
Awards over nil-cost options pursuant to LTIP (unvested and subject to continued employment) |
13 July 2021 |
2,376,899 |
Nil |
13 July 2024 Note: however, as determined by the Remuneration Committee, the shares awarded will vest at only 91.6% of maximum |
|
Martin Casha |
Awards over nil-cost options pursuant to LTIP (unvested and subject to continued employment) |
28 October 2020 |
3,190,239 |
Nil |
28 October 2023 Note: however, as determined by the Remuneration Committee, the shares awarded will vest at only 91.6% of maximum |
|
Martin Casha |
Awards over nil-cost options pursuant to LTIP (unvested and subject to continued employment) |
13 July 2021 |
2,412,500 |
Nil |
13 July 2024 Note: however, as determined by the Remuneration Committee, the shares awarded will vest at only 91.6% of maximum |
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
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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: Irrevocable commitments and letters of intent should not be included. 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: |
5 October 2022 |
Contact name: |
Richard Maloney |
Telephone number: |
01623 725 119 |
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.