RNS Number : 2337R
Arden Partners plc
03 November 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:

Arden Partners 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

Arden Partners plc

 

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

Offeree

(e) Date position held:

     The latest practicable date prior to the disclosure

2 November 2021

(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

 

The Ince Group 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:

 

Ordinary shares of 10p each in Arden Partners plc

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

31,878

0.11

Nil


(2) Cash-settled derivatives:

 

Nil


Nil


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

Nil


Nil


 

     TOTAL:

31,878

0.11

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:

Nil

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:

 

Name of Arden Director

Number of ordinary shares of 10 pence each in Arden Partners plc

Percentage of Arden issued share capital (excluding Treasury Shares) (%)

 

Mark Ansell

155,160

0.53

Donald Brown

736,008

2.56

Alistair Currie

100,000

0.34

James Reed-Daunter

2,943,176

10.12

Steve Douglas

467,352

1.61

 

Name of Arden Shareholder

Number of ordinary shares of 10 pence each in Arden Partners plc

Percentage of Arden issued share capital (excluding Treasury Shares) (%)

 

Arden Partners Employee Benefit Trust Limited

 

 

3,635,000

12.50

 

Interests held as options or awards by directors of Arden Partners plc granted under the Arden Partners plc Share Option Plan 2013 which have vested but where the director has not exercised their right to acquire or receive the shares:

 

 

Name of Arden Director

Number of share options granted over ordinary shares of 10 pence each in Arden Partners plc

Exercise price

Vesting date

Last date for exercise

Donald Brown

 

 

444,667

8.5 pence per share

1 January 2021

31 December 2029

James Reed-Daunter

333,334

8.5 pence per share

1 January 2021

31 December 2029

Steve Douglas

127,667

8.5 pence per share

1 January 2021

31 December 2029

 

Interests held as options or awards by directors of Arden Partners plc granted under the Arden Partners plc Share Option Plan 2013 which have not vested:

 

 

Name of Arden Director

Number of share options granted over ordinary shares of 10 pence each in Arden Partners plc

Exercise price

Vesting date

Last date for exercise

Donald Brown

 

 

444,666

8.5 pence per share

1 January 2022

31 December 2029

Donald Brown

 

 

444,666

8.5 pence per share

1 January 2023

31 December 2029

James Reed-Daunter

333,333

8.5 pence per share

1 January 2022

31 December 2029

James Reed-Daunter

333,333

8.5 pence per share

1 January 2023

31 December 2029

Steve Douglas

127,666

8.5 pence per share

1 January 2022

31 December 2029

Steve Douglas

127,666

8.5 pence per share

1 January 2023

31 December 2029

Steve Douglas

150,000

11.0 pence per share

1 March 2022

28 February 2031

Steve Douglas

150,000

11.0 pence per share

1 March 2023

28 February 2031

Steve Douglas

150,000

11.0 pence per share

1 March 2024

28 February 2031

 

 

 

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:

3 November 2021

Contact name:

Steven Douglas

Telephone number:

0121 423 8900

 

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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