Form 8 (OPD) (NEX Group PLC) | RNS | Ticker

/News/RNS

Form 8 (OPD) (NEX Group PLC)

RNS Announcement

RNS Number : 3295J

NEX Group PLC

29 March 2018

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:	NEX 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	OFFEREE - NEX GROUP PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held: The latest practicable date prior to the disclosure	29 MARCH 2018
(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"	YES If YES, specify which: CME GROUP INC.

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:

3 (a) Interests of directors of NEX Group plc (and their close relatives and related trusts) in NEX Group plc ordinary shares

Director

Number of ordinary shares

Percentage of total issued share capital (%)⁽¹⁾

Anna Ewing

5,000

<0.01

Charles Gregson⁽²⁾

233,223

0.06

Ken Pigaga⁽³⁾

11,422

<0.01

Ivan Ritossa⁽⁴⁾

168,413

0.04

John Sievwright⁽⁵⁾

27,994

0.01

Michael Spencer⁽⁶⁾

267,532

0.07

Robert Standing⁽⁷⁾

15,714

<0.01

Sam Wren⁽⁸⁾

11,367

<0.01

Notes:

(1) Based on 379,735,432 shares in issue as at the date of this form.

(2) Includes 21,642 shares held by Charles and Caroline Gregson jointly, 15,591 shares held by HSBC Global Asset Management on behalf of Caroline Gregson, and 115,809 shares held by JM Finn & Co (including 23,109 shares held on behalf of Caroline Gregson).

(3) Shares held by Charles Schwab on behalf of Ken and Nanette Pigaga jointly.

(4) Shares held by Vidacos Nominees Limited.

(5) Shares held by NY Nominees Limited.

(6) Includes 214,532 shares held by Goldman Sachs Securities (Nominees) Limited (including 5,911 shares held on behalf of Michael Spencer's Goldman Sachs nominee holding), and 53,000 shares held by Sarah Spencer.

Does not include shares held by IPGL (Holdings) Limited, its affiliated persons and its associated companies, whose interests have been disclosed under 3 (e) below. Michael Spencer holds a majority shareholding in IPGL (Holdings) Limited and IPGL (Holdings) Limited is a concert party of NEX Group plc.

(7) Shares held by Interactive Investor.

(8) Shares held by TD Investing Nominees (Europe) Limited.

3 (b) Interests of directors of NEX Group plc (and their close relatives and related trusts) in NEX Group plc share options/awards in respect of ordinary shares

Director

Plan

Number

Date of grant

Exercise price

Vesting date

Lapse date

Ken Pigaga

ICAP plc Senior Management Long Term Incentive Plan

48,579

28-May-2015

Nil

28-May-2018

29-May-2018

The ICAP plc Performance Share Plan

48,579

11-Nov-2015

Nil

28-May-2018

29-May-2020

The ICAP plc Deferred Share Bonus Plan

63,738

16-Nov-2016

Nil

24-May-2019

25-May-2019

The ICAP plc Performance Share Plan

63,738

16-Nov-2016

Nil

24-May-2019

25-May-2019

The NEX Group plc 2016 Deferred Share Bonus Plan

63,542

23-May-2017

Nil

23-May-2020

24-May-2020

The NEX Group plc 2016 Performance Share Plan

158,855

23-May-2017

Nil

23-May-2020

24-May-2020

Michael Spencer

Bonus Share Matching Plan

631,973

29-May-2008

Nil

18-May-2011

28-May-2018

Bonus Share Matching Plan

631,973

29-May-2008

Nil

18-May-2011

28-May-2018

Bonus Share Matching Plan

607,543

28-May-2009

Nil

16-May-2012

27-May-2019

Bonus Share Matching Plan

408,398

27-May-2010

Nil

15-May-2013

26-May-2020

Bonus Share Matching Plan

667,593

26-May-2011

Nil

18-May-2014

25-May-2021

Bonus Share Matching Plan

569,078

24-May-2012

Nil

20-May-2015

23-May-2022

The ICAP plc Performance Share Plan

173,262

11-Nov-2015

Nil

28-May-2018

28-May-2020

The ICAP plc Performance Share Plan

521,497

24-May-2016

Nil

24-May-2019

24-May-2021

The ICAP plc Deferred Share Bonus Plan

394,020

24-May-2016

Nil

24-May-2019

25-May-2019

The NEX Group plc 2016 Deferred Share Bonus Plan

277,897

23-May-2017

Nil

23-May-2020

24-May-2020

The NEX Group plc 2016 Performance Share Plan

357,424

23-May-2017

Nil

23-May-2020

23-May-2022

The ICAP plc Sharesave Scheme

2,986

18-Jun-2015

£4.52

01-Aug-2018

31-Jan-2019

Sam Wren

ICAP plc Senior Management Long Term Incentive Plan

3,709

28-May-2015

Nil

28-May-2018

29-May-2018

The ICAP plc Performance Share Plan

3,709

11-Nov-2015

Nil

28-May-2018

29-May-2018

The ICAP plc Performance Share Plan

5,214

24-May-2016

Nil

24-May-2019

25-May-2019

ICAP plc Senior Management Long Term Incentive Plan

5,214

24-May-2016

Nil

24-May-2019

25-May-2019

The NEX Group plc 2016 Performance Share Plan

5,162

23-May-2017

Nil

23-May-2020

24-May-2020

The NEX Group plc 2016 Deferred Share Bonus Plan

5,162

23-May-2017

Nil

23-May-2020

24-May-2020

The NEX Group plc 2016 Performance Share Plan

39,713

26-Jun-2017

Nil

23-May-2020

23-May-2022

NEX Group plc 2016 Global Sharesave Plan

3,719

14-Jun-2017

£4.84

01-Aug-2020

31-Jan-2021

3 (c) Interests of directors of NEX Group plc (and their close relatives and related trusts) in cash settled derivatives referenced to NEX Group plc ordinary shares

Director

Product

Reference amount of NEX shares

Date of derivative

Reference price

Michael Spencer

CFD

28,571

30 December 2016

682.50

Michael Spencer

CFD

28,571

30 December 2016

691.20

3 (d) Interests of directors of NEX Group plc (and their close relatives and related trusts) in CME Group Inc. ordinary shares

Director

Number of ordinary shares

Percentage of total issued share capital (%)⁽¹⁾

Class A

Class B

Anna Ewing

Nil

Charles Gregson

Nil

Ken Pigaga

Nil

Ivan Ritossa

Nil

John Sievwright

Nil

Michael Spencer

Nil

Robert Standing⁽²⁾

30,000

0.01

Sam Wren

Nil

Notes:

(1) Based on 340,531,963 shares in issue based on CME Group Inc.'s rule 2.9 announcement made on 26 March 2018.

(2) Includes 10,000 held by Charles Schwab, and 20,007 held by LDFA Limited.

3 (e) Interests in ordinary shares of NEX Group plc held by other concert parties of NEX Group plc

Class of relevant security:

Concert party

Number of ordinary shares

Percentage of total issued share capital (%)⁽¹⁾

IPGL Limited⁽²⁾

1,303,356

0.34

Incap Finance BV⁽²⁾

34,874,663

9.18

Incap Overseas BV⁽²⁾

26,672,143

7.02

Bank of America Merrill Lynch

Nil

Citigroup Global Markets Limited

Nil

Evercore Group LLC

Nil

J. Aron & Company

Nil

Goldman Sachs Financial Markets, L.P.

Nil

Notes:

(1) Based on 379,735,432 shares in issue as at the date of this form.

(2) Subsidiary of IPGL (Holdings) Limited, a company in which Michael Spencer, a NEX Group plc director, owns a majority shareholding.

3 (f) Interests of other concert parties of NEX Group plc in cash settled derivatives referenced to NEX Group plc ordinary shares

Concert party

Product

Reference amount of NEX shares

Date of derivative

Reference price (GBP)

IPGL Limited⁽¹⁾

CFD

28,571

30-Dec-2016

682.5

IPGL Limited⁽¹⁾

CFD

28,571

30-Dec-2016

691.2

IPGL Limited⁽¹⁾

CFD

142,857

30-Dec-2016

692.9

Notes:

(1) Subsidiary of IPGL (Holdings) Limited, a company in which Michael Spencer, a NEX Group plc director, owns a majority shareholding.

3 (g) Interests in ordinary shares of CME Group Inc held by other concert parties of NEX Group plc

Class of relevant security:

Name of concert party

Number of ordinary shares

Percentage of total issued share capital (%)⁽¹⁾

Bank of America Merrill Lynch

20,001

<0.01

Citigroup Global Markets Limited

214,524

0.06

Evercore Group LLC

Nil

J. Aron & Company

<0.01

Goldman Sachs Financial Markets L.P.

2,982

<0.01

Notes:

(1) Based on 340,531,963 shares in issue based on the rule 2.9 announcement made on 26 March 2018.

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"

N/A

(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"

N/A

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	29 March 2018
Contact name:	Deborah Abrehart
Telephone number:	+44 (0)20 7818 9675

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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FEEUWAURWSAOUUR

RNS metadata

Title: Form 8 (OPD) (NEX Group PLC)
Time: 08:00:09
Date: 29 Mar 2018
Category: Holding(s) in company
ID: 3295J

Date of disclosure:

Contact name:

Telephone number: