TIDMVTY TIDMCSP
RNS Number : 4810D
Vistry Group PLC
20 October 2022
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON
ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF
DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: Baker Estates Limited, Greg Fitzgerald and John
Dunningham
(b) Owner or controller of interests and short positions Baker Estates Limited is a company controlled by Greg
disclosed, if different from 1(a): Fitzgerald and John Dunningham.
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 Vistry Group PLC
securities this form relates:
Use a separate form for each offeror/offeree
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(d) Status of person making the disclosure: Party acting in concert with the offeror (Vistry Group
e.g. offeror, offeree, person acting in concert with the plc)
offeror/offeree (specify name of
offeror/offeree)
----------------------------------------------------------
(e) Date dealing undertaken: 19 October 2022
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(f) In addition to the company in 1(c) above, is the No
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"
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2. POSITIONS OF THE PERSON 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 following
the dealing
Class of relevant security: ORDINARY SHARES OF 50P EACH
Interests Short positions
------------------------------------- ------------------
Number % Number %
------------------------------ ----- ------------- ---
(1) Relevant securities owned and/or controlled: Greg Fitzgerald: 745,845* 1.94 - -
John Dunningham: 2,614,051**
Baker Estates Limited:
893,348
------------------------------ ----- ------------- ---
(2) Cash-settled derivatives: NIL - - -
------------------------------ ----- ------------- ---
(3) Stock-settled derivatives (including options) and NIL - - -
agreements to purchase/sell:
------------------------------ ----- ------------- ---
TOTAL: 4,253,244 1.94 - -
------------------------------ ----- ------------- ---
*This figure includes 39,356 shares which are beneficially owned
by Judith Fitzgerald.
** John Dunningham has previously made disclosures of his
holdings under Rule 8.3.
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 (including directors' and other employee options)
Class of relevant security in relation to which ORDINARY SHARES OF 50P EACH
subscription right exists:
Details, including nature of the rights concerned Vesting
and relevant percentages: Date (subject Number of
Award to performance outstanding
Date conditions) Description options
LTIP 2017
08-Sep-2017 08-Sep-2020 (Sept) 91,369
----------------- ------------- -------------
LTIP 2018
05-Mar-2018 05-Mar-2021 (Mar) 30,759
----------------- ------------- -------------
LTIP 2019
04-Mar-2019 04-Mar-2022 (Mar) 41,009
----------------- ------------- -------------
02-Mar-2020 02-Mar-2023 LTIP 2020 108,923
----------------- ------------- -------------
08-Mar-2021 08-Mar-2024 LTIP 2021 135,109
----------------- ------------- -------------
04-Mar-2022 04-Mar-2025 LTIP 2022 153,784
----------------- ------------- -------------
Totals for LTIP 560,953
-------------
All awards are nil cost options.
All awards are subject to a two
year holding period from vesting
before they become exercisable.
-------------
----------------------------------------------------------------
The awards set out above are held by Greg Fitzgerald.
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of
relevant securities of the offeror or offeree named in 1(c), copy
table 3(a), (b), (c) or (d) (as appropriate) for each additional
class of relevant security dealt in.
The currency of all prices and other monetary amounts should be
stated.
(a) Purchases and sales
(i) Party to an offer or person acting in concert (except for a
principal trader in the same group as a connected adviser)
Class of relevant security Purchase/sale Number of securities Price per unit
Ordinary shares of 50p each Purchase 393,348 GBP 5.53551
-------------- --------------------- ---------------
(ii) Principal trader where the sole reason for the connection
is that the principal trader is in the same group as a connected
adviser
Class of relevant Purchases/ sales Total number of Highest price per unit Lowest price per unit
security securities paid/received paid/received
(b) Cash-settled derivative transactions
Class of relevant Product description Nature of dealing Number of reference Price per unit
security e.g. CFD e.g. opening/closing a securities
long/short position,
increasing/reducing a
long/short position
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of Product Writing, Number of Exercise Type Expiry date Option money
relevant description purchasing, securities price per e.g. paid/
security e.g. call selling, to which unit American, received per
option varying etc. option European unit
relates etc.
(ii) Exercise
Class of relevant Product description Exercising/ exercised Number of securities Exercise price per
security e.g. call option against unit
(d) Other dealings (including subscribing for new securities)
Class of relevant security Nature of dealing Details Price per unit (if applicable)
e.g. subscription, conversion
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 or person acting in concert making the
disclosure and any other person:
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 or person acting in concert making the disclosure 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: 20 October 2022
Contact name: Clare Bates
----------------
Telephone number: 07874 863 532
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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 dealing 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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