Mulberry Group PLC Form 8 (OPD) -- Mulberry Group plc (0849H)
December 01 2020 - 2:44AM
UK Regulatory
TIDMMUL TIDMMUL
RNS Number : 0849H
Mulberry Group PLC
01 December 2020
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: Mulberry Group plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): n/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: Mulberry Group plc
Use a separate form for each offeror/offeree
-------------------
(d) Is the discloser the offeror or the offeree? OFFEREE
-------------------
(e) Date position held: 1 December 2020
The latest practicable date prior to the disclosure
-------------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect n/a
of any other party to the offer?
If it is a cash offer or possible cash offer, state "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 5p 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 Nil - Nil -
purchase/sell:
------------ --- --------------
Nil - Nil -
TOTAL:
------------ --- --------------
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:
The following directors of Mulberry Group plc (the "Company") have interests in ordinary shares
of 5p each in the Company ("Ordinary Shares"):
Name Interest in Ordinary % of issued Ordinary
Shares Shares
Godfrey Davis (Chairman) 718,527 1.2%
--------------------- ---------------------
Steven Grapstein
(NED) 10,000 0.02%
--------------------- ---------------------
Melissa Ong (NED) 10,000 0.02%
--------------------- ---------------------
Thierry Andretta
(CEO) 3,000 0.005%
--------------------- ---------------------
The following director of the Company has an interest in Ordinary Shares that are co-owned
by the Mulberry Group plc Employee Share Trust, under the Company's 2009 Co-Ownership Equity
Incentive Plan:
Name Interest over Date of Option exercise Vesting date
Ordinary Shares grant price
Godfrey Davis 300,000 9/10/09 Base amount 9/10/12
(Chairman) 145.8p
----------------- -------- ---------------- -------------
The following director of the Company has rights to subscribe for Ordinary Shares under the
Company's 2017 Performance Share Plan:
Name Options over Date of Option exercise Vesting
Ordinary Shares grant price date
Thierry Andretta 250,000 25/11/19 nil by 30/6/21
(CEO)
----------------- --------- ---------------- -----------
Thierry Andretta 250,000 25/11/19 nil by 30/6/22
(CEO)
----------------- --------- ---------------- -----------
The following directors of the Company have the rights to subscribe for Ordinary Shares under
the Company's 2008 Unapproved Share Option Scheme:
Name Options over Date of Option exercise Vesting
Ordinary grant price date
Shares
Thierry Andretta
(CEO) 150,000 25/11/19 270.5p 25/11/19
------------- --------- ---------------- ---------
Thierry Andretta
(CEO) 100,000 25/11/19 270.5p 30/6/20
------------- --------- ---------------- ---------
Thierry Andretta
(CEO) 100,000 25/11/19 270.5p 30/6/21
------------- --------- ---------------- ---------
Thierry Andretta
(CEO) 230,415 10/4/15 868.0p 1/7/18
------------- --------- ---------------- ---------
Thierry Andretta
(CEO) 70,000 1/7/16 1034.2p 1/7/19
------------- --------- ---------------- ---------
Charles Anderson
(Group Finance
Director) 100,000 25/11/19 270.5p 25/11/22
------------- --------- ---------------- ---------
The following shareholder is deemed to be acting in concert with the Company by virtue of
its majority shareholding and its right to board representation:
Shareholder Interest in Ordinary % of issued Ordinary
Shares Shares
Challice Limited 33,726,444 56.14%
--------------------- ---------------------
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: 1 December 2020
Contact name: Kate Anthony Wilkinson
-----------------------
Telephone number: +44 (0) 1761 234500
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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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