TIDMCWD TIDMLSL
RNS Number : 5023F
Countrywide PLC
09 March 2020
This announcement replaces the previous RNS announcement 3504F
released at 18.24 on 6 March 2020. Amendment made to section 2(a).
All other information remains unchanged.
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: COUNTRYWIDE PLC
(b) Owner or controller of interests and short positions disclosed, if different N/A
from 1(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 COUNTRYWIDE PLC
relates:
Use a separate form for each offeror/offeree
---------------------------
(d) Is the discloser the offeror or the offeree? OFFEREE
---------------------------
(e) Date position held: 5 MARCH 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 YES / NO / N/A
respect If YES, specify which:
of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A" LSL PROPERTY SERVICES 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
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: -
Details, including nature of the rights concerned and relevant percentages: -
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 Countrywide plc and their
close relatives and related trusts
Name Number of ordinary Percentage of total
shares issued share capital
(excluding share options
and shares held in
treasury) (%)
Paul Creffield 50,386 0.1538%
------------------- --------------------------
Himanshu Raja 27,768 0.0848%
------------------- --------------------------
Peter Long 68,740 0.2098%
------------------- --------------------------
David Watson 2,998 0.0092%
------------------- --------------------------
Rupert Gavin 418 0.0013%
------------------- --------------------------
Natalie Ceeney 2,491 0.0076%
------------------- --------------------------
b) Interests held as options or awards under the share plans of
Countrywide plc by the directors of Countrywide plc
Name Share Number Number Number of Vesting date Exercise
plan of ordinary of ordinary ordinary (if applicable) price
shares shares shares under per share
held beneficially(1) under option not (GBP)
option vested
vested
Paul Creffield Long Term - - 3,900 2 May 2020 Nil
Incentive
Plan ("LTIP")
--------------- --------------------- ------------- -------------- ----------------- -----------
- - 25,024 26 March Nil
2021
--------------- --------------------- ------------- -------------- ----------------- -----------
- - 54,945 27 March Nil
2022
--------------- --------------------- ------------- -------------- ----------------- -----------
Paul Creffield Share 34 - - - -
Incentive
Plan ("SIP")
--------------- --------------------- ------------- -------------- ----------------- -----------
Paul Creffield Deferred - 784 - - Nil
Share
Bonus
Plan ("DSBP")
--------------- --------------------- ------------- -------------- ----------------- -----------
Himanshu LTIP - - 12,182 14 June 2020 Nil
Raja
--------------- --------------------- ------------- -------------- ----------------- -----------
- - 32,571 26 March Nil
2021
--------------- --------------------- ------------- -------------- ----------------- -----------
- - 35,043 27 March Nil
2028
--------------- --------------------- ------------- -------------- ----------------- -----------
(1) Shares are held by the SIP trustee for a minimum holding
period of three years from each rolling monthly award date, with
legal title transferred to the beneficiary upon satisfaction of
certain conditions. The SIP scheme ended in April 2018.
c) Interests held by connected advisers of Countrywide plc
Name Ordinary shares Percentage of total
issued share capital
(excluding share
options and shares
held in treasury)
(%)
Link Market Services
Trustees (Nominees)
Limited, in its
capacity as trustee
of the Countrywide
plc SIP trust 86,441 0.2638%
---------------- ----------------------
No interests, short positions or rights to subscribe are held by
Countrywide plc's connected advisers Barclays Bank PLC and
Jefferies International Limited outside of exempt principal trading
accounts for the purposes of Rule 8 of the Code.
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: 6 March 2020
Contact name: Gareth Williams, Company Secretary
-----------------------------------
Telephone number: 01245 294005
-----------------------------------
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
FEEEAKDNELPEEFA
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