Utilitywise plc Form 8 (OPD) Utilitywise plc (4972P)
February 08 2019 - 3:47AM
UK Regulatory
TIDMUTW
RNS Number : 4972P
Utilitywise plc
08 February 2019
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: Utilitywise 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: Utilitywise plc
Use a separate form for each offeror/offeree
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(d) Is the discloser the offeror or the offeree? OFFEREE
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(e) Date position held: 8 February 2019
The latest practicable date prior to the disclosure
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(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"
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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 0.1p
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: None
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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 Utilitywise plc's ordinary shares of 0.1p held by the directors of Utilitywise
plc and their close relatives and related trusts:Class of relevant Ordinary shares of 0.1p each
securities:
Name Number of Utilitywise Percentage of issued
plc shares share capital
Brendan Flattery 60,000 0.07%
Richard Laker 0 0
Brin Sheridan 0 0
Simon Waugh 0 0
Kathie Child-Villiers 0 0
Debra Davies 0 0
b) Options over Utilitywise plc shares held by the directors of Utilitywise plc and their
close relatives and related trusts:Class of relevant Ordinary shares of 1 pence each
securities:
Name Scheme Award date Number of Exercise Exercise
Utilitywise period price
plc shares
under option
Brendan Flattery CEO Joining 21/10/2016 1,295,349 21/10/18 10.1 pence
Award to 20/10/26
Brendan Flattery Sharesave 05/05/2017 1,470,588 01/07/20 134 pence
to 31/12/20
Brendan Flattery LTIP 31/07/2018 1,000,000 50% from 28.9 pence
01/08/21,
50% from
01/08/22
Brin Sheridan LTIP 18/02/2016 250,000 18/02/19 0.1 pence
to 17/02/21
Brin Sheridan LTIP 31/07/2018 882,352 50% from 28.9 pence
01/08/21,
50% from
01/08/22
Richard Laker LTIP 31/07/2018 822,352 50% from 28.9 pence
01/08/21,
50% from
01/08/22
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: 8 February 2019
Contact name: Richard Laker
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Telephone number: +44 (0) 191 425 4610
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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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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