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:
|
International Distributions Services 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
|
International Distributions Services Plc
|
|
(d) Is the discloser the
offeror or the offeree?
|
Offeree
|
|
(e) Date position
held:
The latest practicable date
prior to the disclosure
|
29 April
2024
|
|
(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
|
Class of relevant
security:
|
Ordinary shares of 1 penny
each
|
|
|
Interests
|
Short
positions
|
|
Number
|
%
|
Number
|
%
|
|
(1) Relevant securities owned
and/or controlled:
|
Nil
|
Nil
|
Nil
|
Nil
|
|
(2) Cash-settled
derivatives:
|
Nil
|
Nil
|
Nil
|
Nil
|
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
Nil
|
Nil
|
Nil
|
Nil
|
|
TOTAL:
|
Nil
|
Nil
|
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:
|
|
Interests of
directors
International Distributions Services Plc ordinary shares held
by directors of International Distributions Services Plc
|
Director
|
Number of International
Distributions Services Plc ordinary shares held
|
Percentage of total issued
share capital*
|
|
Keith
Williams
|
56,800
|
0.00%
|
|
Martin
Seidenberg
|
71,437**
|
0.00%
|
|
Baroness
Sarah Hogg
|
12,000
|
0.00%
|
|
Maria da
Cunha
|
15,000
|
0.00%
|
|
Michael
Findlay
|
16,690
|
0.00%
|
|
Lynne
Peacock
|
11,309
|
0.00%
|
*Percentages are rounded
down to two decimal places.
**This includes 9,800
ordinary shares held jointly by Martin Seidenberg and his close
relative.
Interests
held as options or awards by directors of International
Distributions Services Plc in ordinary shares of International
Distributions Services Plc
|
Director
|
Share plan
|
Grant date
|
Number of International
Distributions Services Plc ordinary shares in respect of which
options granted / subject to award
|
Exercise price (per share)
(£)*
|
Vesting
date
|
Expiry
date*
|
|
Martin
Seidenberg
|
Long-term
incentive plan ("LTIP")
|
12/08/2021
|
147,098
|
N/A
|
12/08/2024
|
N/A
|
|
Deferred
share bonus plan ("DSBP")
|
28/07/2022
|
79,870
|
N/A
|
28/07/2025
|
N/A
|
|
LTIP
|
01/09/2022
|
288,888
|
N/A
|
01/09/2025
|
N/A
|
|
DSBP
|
31/07/2023
|
83,332
|
N/A
|
31/07/2026
|
N/A
|
|
LTIP
|
31/07/2023
|
778,440
|
N/A
|
31/07/2026
|
N/A
|
|
Michael
Snape
|
LTIP
|
09/02/2024
|
199,808
|
N/A
|
31/07/2026
|
N/A
|
*Directors' share awards are structured as conditional share
awards (not options). These involve shares being transferred
to the directors automatically following the vesting date without
the need for the director to exercise before a separate expiry date
and no payment will be required from the directors at
vesting. Exercise price and expiry date are, therefore, not
applicable.
|
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)
|
YES
|
Date of disclosure:
|
1 May
2024
|
Contact name:
|
Mark
Amsden, Group General Counsel and Company Secretary
|
Telephone number:
|
+44 (0)20
3338 1008
|
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.
SUPPLEMENTAL FORM 8
(SBL)
DETAILS OF SECURITIES
BORROWING AND LENDING AND
FINANCIAL COLLATERAL
ARRANGEMENTS BY
PARTIES TO AN OFFER AND
PERSONS ACTING IN CONCERT
Note 5(l) on Rule 8 of the
Takeover Code (the "Code")
1. KEY
INFORMATION
|
Full name of person making
disclosure:
|
Goldman
Sachs Bank Europe SE
|
|
Name of offeror/offeree in relation to whose relevant
securities this form relates:
|
International Distributions Services Plc
|
2. SECURITIES
BORROWING AND LENDING/FINANCIAL COLLATERAL
POSITIONS
|
Class of relevant
security:
|
Ordinary shares of 1 penny
each
|
|
|
Number
|
%*
|
|
Securities
borrowed:
|
607,771
|
0.06
|
|
Securities lent (including
securities subject to a security financial collateral arrangement
with right of use or a title transfer collateral
arrangement):
|
177,761
|
0.01
|
*Rounded down to two decimal places.
Details of borrowed relevant securities which have been either
on-lent or sold do not need to be disclosed.
3. SECURITIES
BORROWING AND LENDING/FINANCIAL COLLATERAL
TRANSACTIONS
|
Class of relevant
security
|
Nature of
transaction
e.g. securities
lending/borrowing, delivery/receipt of recalled securities,
entering into financial collateral arrangement with right of use,
entering into title transfer collateral arrangement
etc.
|
Number of
securities
|
|
|
|
|
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.