26 Oct 2017 18:16
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: | Aldermore 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 | Aldermore Group PLC |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 25 October 2017 |
(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:
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| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | None | N/A | None | N/A |
(2) Cash-settled derivatives:
| None | N/A | None | N/A |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | None | N/A | None | N/A |
TOTAL: | None | N/A | None | N/A |
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: | 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: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3(a) Interests of directors of Aldermore Group PLC in Aldermore Group PLC's 10p ordinary shares
1. The registered holder of this interest is a HSBC Group nominee company. The holding is ultimately owned and controlled by John Hitchins. 2. Interest is comprised of 163 ordinary shares of 10p, the registered holder of which is Equiniti Share Plan Trustees Limited, and 317,365 ordinary shares of 10p, the registered holder of which is Wealth Nominees Limited. The holding is ultimately owned and controlled by James Mack. 3. Interest is comprised of 409 ordinary shares of 10p, the registered holder of which is Equiniti Share Plan Trustees Limited, and 3,422,284 ordinary shares of 10p, the registered holder of which is Brewin Nominees Limited. The holding is ultimately owned and controlled by Phillip Monks. 4. The registered holder of this interest is Lawshare Nominees Limited. The holding is ultimately owned and controlled by Catherine Turner.
3(b) Interests in Aldermore Group PLC's 10p ordinary shares held by directors pursuant to Aldermore Group PLC's share plans and incentive schemes
Performance Share Plan, 2015 grant
Performance Share Plan, 2016 grant
Performance Share Plan, 2017 grant
Restricted Share Plan, 2016 grant
Restricted Share Plan, 2017 grant
Deferred Share Plan, 2016 grant
1. Option over first tranche which vested on 21 March 2017 has not yet been exercised. 2. Option over first tranche which vested on 21 March 2017 has already been exercised.
Deferred Share Plan, 2017 grant
Recruitment Award
1. Option over first tranche which vested on 31 March 2017 has not yet been exercised.
Sharesave Plan 2016
3(c) Interests of close relatives of directors of Aldermore Group PLC in Aldermore Group PLC's 10p ordinary shares
1. The registered holder of this interest is Hargreaves Lansdown (Nominees) Limited. The holding is ultimately owned and controlled by Pamela Mack. 2. The registered holder of this interest is Brewin Nominees Limited. The holding is ultimately owned and controlled by Patricia Monks. 3. The registered holder of this interest is Brewin Nominees Limited. The holding is ultimately owned and controlled by Karen Stamper.
3(d) Interests of shareholders of Aldermore Group PLC acting in concert in Aldermore Group PLC's 10p ordinary shares
3(e) Interests of the Employees' Share Trust of Aldermore Group PLC in Aldermore Group PLC's 10p ordinary shares
1. The registered holder of this interest is Wealth Nominees Limited. The holding is ultimately owned and controlled by the Aldermore Group PLC Employees' Share Trust.
3(f) Interests of connected advisors in Aldermore Group PLC's 1p ordinary shares
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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
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(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
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 26 October 2017 |
| Contact name: | Marius van Niekerk, General Counsel |
| Telephone number: | +44 (0) 20 3553 4245 |
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.