Form 8 (OPD) (Matchtech Group Plc)

Released : 28/01/15 14:39

RNS Number : 4063D
Matchtech Group PLC
28 January 2015
 

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:

Matchtech Group plc ("Matchtech")

(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:

     Use a separate form for each offeror/offeree

Matchtech Group plc

(d) Is the discloser the offeror or the offeree?

Offeror

(e) Date position held:

     The latest practicable date prior to the disclosure

27 January 2015

(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, Networkers International plc

 

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:

0

0

0

0

(2) Cash-settled derivatives:

 

0

0

0

0

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

0

0

0

0

 

     TOTAL:

0

0

0

0

 

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:

None

 

 

 

3.1        Matchtech Directors

 

Name

Number of ordinary shares held(1)

Percentage of total issued ordinary shares (excluding treasury shares) (2)

George Douglas Peter Materna

7,837,405

31.39%

Adrian Paul Gunn

431,299

1.73%

Tony Dyer

309,960

1.24%

Keith Lewis

283,690

1.14%

Brian Wilkinson

10,000

0.04%

 

(1) Includes ordinary shares of Matchtech held by the directors and, to their knowledge after inquiry, their close relatives (whether directly or in trust).

 

(2) Based on 24,966,817 outstanding ordinary shares of Matchtech (as at  27 January 2015).

 

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).

 

3.2        Directors' Options

 

 

In addition to the interests in ordinary shares noted above, Adrian Paul Gunn, Brian Wilkinson, Keith Lewis and Tony dyer have been granted the following awards over shares:

 

Adrian Paul Gunn

Plan

Date at which exercisable

Expiry date

Number of relevant securities under option

2010 Deferred Share Bonus Plan

18 January 2012

4 February 2021

12,500

2012 Long Term Investment Plan

31 January 2015

31 January 2022

21,826

2013 Long Term Investment Plan

31 January 2016

31 January 2023

25,000

2013 Deferred Share Bonus Plan

24 January 2015

31 January 2023

8,125

2013 Deferred Share Bonus Plan

24 January 2016

31 January 2023

8,125

2014 Long Term Investment Plan

24 January 2017

24 January 2024

52,632

 

Brian Wilkinson

Plan

Date at which exercisable

Expiry date

Number of relevant securities under option

2014 Long Term Investment Plan

24 January 2017

24 January 2024

34,896

 

 

Keith Lewis

Plan

Date at which exercisable

Expiry date

Number of relevant securities under option

2012 Long Term Investment Plan

31 January 2015

31 January 2022

8,730

2013 Long Term Investment Plan

31 January 2016

31 January 2023

16,000

2013 Deferred Share Bonus Plan

24 January 2015

31 January 2023

5,200

2013 Deferred Share Bonus Plan

24 January 2016

31 January 2023

5,200

2014 Long Term Investment Plan

24 January 2017

24 January 2024

34,450

 

 

Tony Dyer

Plan

Date at which exercisable

Expiry date

Number of relevant securities under option

2012 Long Term Investment Plan

31 January 2015

31 January 2022

13,968

2013 Long Term Investment Plan

31 January 2016

31 January 2023

16,000

2013 Deferred Share Bonus Plan

24 January 2015

31 January 2023

5,200

2013 Deferred Share Bonus Plan

24 January 2016

31 January 2023

5,200

2014 Long Term Investment Plan

24 January 2017

24 January 2024

34,450

 

 

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:

28 January 2015

Contact name:

Neil Ayton

Telephone number:

01489 884342

 

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 monitoring@disclosure.org.uk.  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
 
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