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:
|
Volex
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
|
Volex
Plc
|
|
(d) Is the discloser the
offeror or the offeree?
|
OFFEROR
|
|
(e) Date position
held:
The latest practicable date
prior to the disclosure
|
22 November
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"
|
YES
If YES, specify
which:
TT
Electronics 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 25 pence
each
|
|
|
Interests
|
Short
positions
|
|
Number
|
%
|
Number
|
%
|
|
(1) Relevant securities owned
and/or controlled:
|
-
|
-
|
-
|
-
|
|
(2) Cash-settled
derivatives:
|
-
|
-
|
-
|
-
|
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
-
|
-
|
-
|
-
|
|
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
|
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)
The following directors of Volex Plc (including their close
relatives and family trusts) have interests in the following
securities in Volex:
|
Volex
Director
|
Number of ordinary
shares
|
Percentage of total Volex
share capital
|
|
Lord
Rothschild1
|
46,647,239
|
25.68%
|
|
Amelia
Murillo
|
55,776
|
0.03%
|
|
Jon
Boaden
|
34,061
|
0.01%
|
|
Jeffrey
Jackson
|
12,500
|
0.00%
|
|
Sir Peter
Westmacott
|
7,734
|
0.00%
|
Notes:
1. Lord Rothschild's shareholding is
held directly and through NR Holdings Limited, of which Lord
Rothschild is a beneficiary.
(b)
The following directors have interests in securities in Volex
pursuant to the Volex Long Term Incentive Plan ("LTIP"):
|
Volex
Director
|
Vested but
unexercised
|
Subject to performance
conditions
|
Grant date
|
Exercise
period
|
Exercise
price
|
|
Lord
Rothschild
|
-
|
142,500
|
7
December 2021
|
December
2024 - December 2031
|
Nil
|
|
475,000
|
21
December 2022
|
December
2027 - December 2032
|
|
475,000
|
21
December 2022
|
December
2028 - December 2032
|
|
Jon
Boaden
|
150,000
|
-
|
11
December 2018
|
December
2021 - December 2028
|
£0.25
|
|
75,000
|
-
|
1
December 2019
|
December
2022 - December 2029
|
Nil
|
|
192,510
|
-
|
11
December 2020
|
December
2023 - December 2030
|
|
-
|
82,500
|
7
December 2021
|
December
2024 - December 2031
|
|
-
|
237,500
|
21
December 2022
|
December
2027 - December 2032
|
|
-
|
237,500
|
21
December 2022
|
December
2028 - December 2033
|
The performance conditions applicable
to those awards noted as being subject to performance conditions
above are as follows:
1. In respect of the
LTIP awards with a grant date of 7 December 2021: (i) Lord
Rothschild's and Jon Boaden's respective continuing employment with
Volex plc, and (ii) the satisfaction of TSR performance conditions
and achievement of cumulative operating profit targets measured
over FY22, FY23 and FY24. If certain stretching conditions
are met an absolute TSR performance multiplier will also
apply.
2. In respect of the
LTIP awards with a grant date of 21 December 2022: (i) Lord
Rothschild's and Jon Boaden's respective continuing employment with
Volex plc, and (ii) the satisfaction of annual underlying profit
performance conditions based on Volex plc's five-year plan,
measured in FY25, FY26 and FY27 respectively.
|
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
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Date of disclosure:
|
25 November
2024
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Contact name:
|
Christian
Bedford
|
Telephone number:
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+44 (0) 12 5644
2570
|
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.
