Form 8 (OPD) - Premier Foods plc

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:	Premier Foods 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	Premier Foods plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	4 April 2016
(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:
	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:	None
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:

Shares held by directors of Premier Foods plc   Name Number of shares Percentage of share capital Gavin Darby 4,153,526 0.50% Alastair Murray 309,522 0.04% David Beever 304,881 0.04% Richard Hodgson - - Ian Krieger 504,000 0.06% Jennifer Laing 54,802 0.01% Pam Powell 160,366 0.02% Total 5,487,097 0.66%   Options   Name Share scheme Number of shares Vesting date Option price (p) Gavin Co-Investment Award 751,814 01.05.16 - Darby Long Term Incentive Plan 2,255,442 *1 - Long Term Incentive Plan 2,629,107 *2 - Long Term Incentive Plan 3,294,117 *3 - All Employee Sharesave Plan 3,214 01.12.16 72.79 All Employee Sharesave Plan 10,404 01.12.17 34.6 All Employee Sharesave Plan 16,906 01.02.19 31.94 Alastair Long Term Incentive Plan 1,126,760 *2 - Murray Long Term Incentive Plan 1,782,352 *3 - All Employee Sharesave Plan 16,906 01.02.19 31.94   *1 the award will normally vest following an assessment of the performance conditions during a 3 month period following the release of the results for the financial year 2015/16.   *2 the awards will normally vest following an assessment of the performance conditions following the release of the results for the financial year 2016/17.   *3 the awards will normally vest following an assessment of the performance conditions d following the release of the results for the financial year 2017/18.       Shares held by Nissin Foods Holdings Co., Ltd   Number of shares Percentage of share capital 164,486,846 19.9%   Shares beneficially held by HSBC Bank plc   Legal owner Number of shares Percentage of share capital Lion International Corporate Services Limited 1,820 0.0%

 

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:	5 April 2016
Contact name:	Andrew McDonald Company Secretary
Telephone number:	+44 (0)1727 815850

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected]..  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.takeoverpanel.org.uk.