TIDMGYG
RNS Number : 5761V
GYG PLC
15 April 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: GYG 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.
--------------
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: GYG plc
Use a separate form for each offeror/offeree
--------------
(d) Is the discloser the offeror or the offeree? OFFEREE
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(e) Date position held: 14 April 2021
The latest practicable date prior to the disclosure
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(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect N/A
of any other party to the offer?
If it is a cash offer or possible cash offer, state "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
Class of relevant security: Ordinary shares of GBP0.002 each
Interests Short positions
-------------------- ------------------
Number % Number %
----------- ------- ---------- ------
(1) Relevant securities owned and/or controlled: Nil 0.00 Nil 0.00
----------- ------- ---------- ------
(2) Cash-settled derivatives: Nil 0.00 Nil 0.00
----------- ------- ---------- ------
(3) Stock-settled derivatives (including options) and agreements to
purchase/sell: Nil 0.00 Nil 0.00
----------- ------- ---------- ------
TOTAL: Nil 0.00 Nil 0.00
----------- ------- ---------- ------
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:
(a) Shares held by the directors of GYG plc
Name Number of Ordinary Shares Percentage of total
(excluding shares under issued share capital
option) of GBP0.002 (%) (excluding shares
each in the Offeree held in treasury) of
interested in the Offeree
Remy Millott 3,270,863 7.01
-------------------------- -----------------------
Rupert Savage 2,716,891 5.83
-------------------------- -----------------------
Stephen Murphy 240,000 0.51
-------------------------- -----------------------
Richard King 130,000 0.28
-------------------------- -----------------------
Kevin McNair 40,000 0.09
-------------------------- -----------------------
(b) Awards granted to the directors of GYG plc outstanding:
Name Description Date of Number of Vesting Exercise
of Award Grant Ordinary date - price
Shares of normal per Ordinary
GBP0.002 lapse Share
each subject date of GBP0.002
to the outstanding each
awards
Remy Millott PSP award 4 April 143,870 4 April GBP0.002
2019 2022(1)
to 4 April
2029
------------ ---------- -------------------- ------------ --------------
Remy Millott PSP award 18 August 157,868 18 August GBP0.002
2020 2023(2)
to 18
August
2030
------------ ---------- -------------------- ------------ --------------
Rupert Savage PSP award 4 April 97,112 4 April GBP0.002
2019 2022(1)
to 4 April
2029
------------ ---------- -------------------- ------------ --------------
Rupert Savage PSP award 18 August 106,561 18 August GBP0.002
2020 2023(2)
to 18
August
2030
------------ ---------- -------------------- ------------ --------------
Kevin McNair PSP award 18 August 90,210 18 August GBP0.002
2020 2023(2)
to 18
August
2030
------------ ---------- -------------------- ------------ --------------
(1) Options will vest in 2022 to the extent stretching earnings
per share targets are met in 2021.
(2) Options will vest in 2023 to the extent stretching earnings
per share targets are met in 2022.
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: 15 April 2021
Contact name: Sue Steven
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Telephone number: +34 971 213 305
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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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