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:
|
Crest
Nicholson Holdings 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
|
Crest
Nicholson Holdings plc
|
|
(d) Is the discloser the
offeror or the offeree?
|
OFFEREE
|
|
(e) Date position
held:
The latest practicable date
prior to the disclosure
|
26 JUNE
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"
|
NO
|
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 £0.05
each
|
|
|
Interests
|
Short
positions
|
|
Number
|
%
|
Number
|
%
|
|
(1) Relevant securities owned
and/or controlled:
|
Nil
|
-
|
Nil
|
-
|
|
(2) Cash-settled
derivatives:
|
Nil
|
-
|
Nil
|
-
|
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
Nil
|
-
|
Nil
|
-
|
|
TOTAL:
|
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:
|
|
(a)
Interests in Crest Nicholson Holdings plc (Crest Nicholson) held by directors
(together with their close relatives and related trusts of any of
them):
|
Director
|
Ordinary Shares of £0.05 in Crest Nicholson
|
Percentage of issued share capital*
|
|
Iain Ferguson **
|
150,000
|
0.05%
|
|
Octavia Morley ***
|
5,600
|
0.00%
|
|
David Arnold ****
|
15,250
|
0.00%
|
|
Martyn Clark
|
11,621
|
0.00%
|
*Percentages are calculated on the basis of 256,920,539
ordinary shares of £0.05 each in issue as of the share register
dated 31 May 2024.
** 120,000
ordinary shares of £0.05 in Crest Nicholson held by spouse
(Catherine Ferguson) (representing a 0.04%
shareholding).
*** 5,600
ordinary shares of £0.05 in Crest Nicholson held by spouse (Edward
Brett) (representing a 0.00% shareholding).
**** 13,750
ordinary shares of £0.05 in Crest Nicholson held by spouse
(Caroline Arnold) (representing a 0.00% shareholding).
(b)
Share options in Crest Nicholson held by directors (together with
their close relatives and related trusts of any of
them):
Crest
Nicholson has granted (i) nil-cost share options to certain
directors under a long-term incentive plan (LTIP), (ii) nil-cost share options
under a replacement long-term incentive plan (Replacement LTIP), and (iii) nil-cost
share options under a replacement deferred-bonus plan (the
DBP).
|
Name
|
Scheme
|
Date of
Grant
|
Number of shares in the
capital of Crest Nicholson under option
|
Exercise price per Crest
Nicholson share
|
Date of expiry / final
exercise date
|
Date fully
vested
|
|
Bill
Floydd
|
LTIP
|
5 February
2024
|
287,301
|
Nil
|
5 February
2034
|
4 February
2027
|
|
Martyn Clark
|
LTIP
|
17 June
2024
|
498,628
|
Nil
|
17 June
2034
|
16 June
2027
|
|
Martyn Clark
|
Replacement
LTIP
|
17 June
2024
|
224,909
|
Nil
|
17 June
2034
|
2 May
2026
|
|
Martyn Clark
|
Replacement
LTIP
|
17 June
2024
|
138,037
|
Nil
|
17 June
2034
|
8 March
2025
|
|
Martyn Clark
|
DBP
|
17 June
2024
|
97,544
|
Nil
|
17 June
2034
|
1 March
2026
|
|
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:
|
26 June
2024
|
Contact name:
|
Penny
Thomas
|
Telephone number:
|
+44 (0)
7977 851249
|
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.