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H C Slingsby plc, as Offeree, published a Form 8 (OPD) Public Opening Position Disclosure on 20 February 2025 under the Takeover Code. The company held no interests or short positions in its Ordinary Shares, while directors Andrew Kitchingman and Morgan Morris, along with Morgan Morris's close relative, collectively held 200,389 Ordinary Shares, representing 18.18% of the company. Group CEO Morgan Morris also purchased 30,061 Ordinary Shares on 8 December 2022 at 260 pence per share, subject to conditional future payments to the vendor based on future sale prices up to 8 December 2027.
| Date | 20 Feb 2025 |
| Time | 07:00:04 |
| Category | Holding(s) in company |
| ID | 7670X |
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: |
H C Slingsby 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 |
H C Slingsby 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 |
20 February 2025 |
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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" |
No
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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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Ordinary shares of 25 pence 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: |
Nil |
- |
Nil |
- |
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(2) Cash-settled derivatives:
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Nil |
- |
Nil |
- |
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(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
Nil |
- |
Nil |
- |
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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
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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: |
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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A) Ordinary shares of 25 pence each ("Ordinary Shares") held by directors of H C Slingsby plc and their close relatives:
*This figure includes 41,400 Ordinary Shares that are held by Alan Richard Morris who is Morgan Morris' father.
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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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On 8 December 2022, Morgan Morris, the Company's Group Chief Executive Officer, purchased 30,061 Ordinary Shares (the "Acquired Shares") at a price of 260 pence per share from the H C Slingsby Retirement Benefit Scheme (the "Vendor"). As part of this share purchase, Morgan Morris agreed that:
· if in the period up to 8 December 2025, the Acquired Shares are sold at a price in excess of 350 pence then a further consideration of 50% of the excess over 350 pence will be payable to the Vendor; and
· if in the following two-year period up to 8 December 2027, the Acquired Shares are sold at a price in excess of 400 pence then a further consideration of 50% of the excess over 400 pence will be payable to the Vendor.
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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: |
20 February 2025 |
Contact name: |
Morgan Morris, Chief Executive |
Telephone number: |
+44 (0) 1274 535 030 |
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.