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:
|
National
World 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
|
National
World Plc
|
|
(d) Is the discloser the
offeror or the offeree?
|
OFFEREE
|
|
(e) Date position
held:
The latest practicable date
prior to the disclosure
|
04 December
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"
|
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:
|
0.1p Ordinary
Shares
|
|
|
Interests
|
Short
positions
|
|
Number
|
%
|
Number
|
%
|
|
(1) Relevant securities owned
and/or controlled:
|
nil
|
0
|
nil
|
0
|
|
(2) Cash-settled
derivatives:
|
nil
|
0
|
nil
|
0
|
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
nil
|
0
|
nil
|
0
|
|
TOTAL:
|
nil
|
0
|
nil
|
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:
|
|
(a) Interests held by the directors of National
World plc, their close relatives and related trusts:
|
Name
|
Job Title
|
Number of Ordinary
Shares
|
Percentage of Existing Issued
Share Capital
|
|
David
Montgomery*
|
Executive
Chairman
|
19,231,631
|
7.18%
|
|
John
Rowe
|
Executive
Director
|
1,531,631
|
0.57%
|
|
Mark
Hollinshead
|
Chief
Operating Officer
|
1,471,278
|
0.55%
|
|
David
Lindsay
|
Non-
Executive Director
|
270,000
|
0.10%
|
*The shares comprising the
disclosed interests of David Montgomery are registered in the name
of Montgomery Media Limited, a personal investment company owned
and controlled by Mr Montgomery
(b) Interests held by parties deemed to be acting
in concert with the Company
|
Name
|
Number of Ordinary
Shares
|
Percentage of Existing Issued
Share Capital
|
|
Alasdair
Locke
|
25,632,627
|
9.58%
|
(c) Options and awards granted under National
World plc's plans held by the directors of National World
plc:
|
Name
|
Job Title
|
Share Plan
|
Date of
Grant
|
Number of Outstanding
Options
|
Vesting
Date*
|
Exercise Price (p per
share)
|
Expiry Date
|
|
David
Montgomery
|
Executive
Chairman
|
VCP
|
15/11/21
|
4,432,177
|
17/04/23
|
10.0
|
17/04/2025
|
|
David
Montgomery
|
Executive
Chairman
|
LTIP
|
15/12/22
|
1,056,410
|
15/12/25
|
19.5
|
15/12/2035
|
|
David
Montgomery
|
Executive
Chairman
|
LTIP
|
30/03/23
|
389,527
|
30/03/26
|
22.0
|
30/03/2026
|
|
David
Montgomery
|
Executive
Chairman
|
LTIP
|
10/05/24
|
616,518
|
10/05/27
|
13.9
|
10/05/2027
|
|
Mark
Hollinshead
|
COO
|
LTIP
|
15/12/22
|
792,308
|
15/12/25
|
19.5
|
15/12/2035
|
|
Mark
Hollinshead
|
COO
|
LTIP
|
30/03/23
|
389,527
|
30/03/26
|
22.0
|
30/03/2026
|
|
Mark
Hollinshead
|
COO
|
LTIP
|
10/05/24
|
616,518
|
10/05/27
|
13.9
|
10/05/2027
|
|
Sheree
Manning
|
CFO
|
LTIP
|
30/03/23
|
142,500
|
30/03/26
|
22.0
|
30/03/2026
|
|
Sheree
Manning
|
CFO
|
LTIP
|
10/05/24
|
532,374
|
10/05/27
|
13.9
|
10/05/2027
|
*In the event of a takeover,
scheme of arrangement, demerger or winding-up of the Company,
awards will vest in full, and Options will become immediately
exercisable, subject to the application of the formula over the
period to the change of control.
Definitions:
- LTIP: Long Term Incentive
Plan
- VCP: Value Creation Plan
(d) Ordinary shares of 0.1 pence each in National
World plc held by connected advisers of National World plc on a
non-exempt basis
|
Connected
Advisers
|
NWOR Ordinary Shares Held
Personally
|
Percentage of NWOR
ISC
|
Number of
Warrants/Options
|
|
Dowgate
Capital Discretionary Clients
|
3,164,172
|
1.18%
|
N/A
|
|
David
Poutney
|
2,000,000
|
0.75%
|
N/A
|
|
Lorna
Tilbian
|
1,850,000
|
0.69%
|
N/A
|
|
Stuart
Parkinson
|
1,297,000
|
0.48%
|
N/A
|
|
James
Grace
|
1,000,000
|
0.37%
|
N/A
|
|
Nigel
Spray
|
350,000
|
0.13%
|
N/A
|
|
Ed
Jones
|
256,000
|
0.10%
|
N/A
|
|
Paul
Richards
|
230,000
|
0.09%
|
N/A
|
|
James
Serjeant
|
150,000
|
0.06%
|
N/A
|
|
David
Lis
|
125,000
|
0.05%
|
N/A
|
|
Dowgate
Wealth Discretionary Clients
|
89,570
|
0.03%
|
N/A
|
|
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:
|
5 December
2024
|
Contact name:
|
Sheree Manning, Chief
Financial Officer
|
Telephone number:
|
07876 476
438
|
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.