Marshall Motor Holdings PLC Form 8 (DD) - Marshall Motor Holdings Plc (2523U)
December 01 2021 - 8:48AM
UK Regulatory
TIDMMMH
RNS Number : 2523U
Marshall Motor Holdings PLC
01 December 2021
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: Marshall Motor Holdings Plc
(b) Owner or controller of interests and short positions disclosed, if different from N/A
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 relates: Marshall Motor Holdings Plc
Use a separate form for each offeror/offeree
----------------------------
(d) Is the discloser the offeror or the offeree? OFFEREE
----------------------------
(e) Date position held: 30 November 2021
The latest practicable date prior to the disclosure
----------------------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures in N/A
respect
of any other party to the offer?
If it is a cash offer or possible cash offer, state "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: Ordinary Shares of 64 pence each
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: 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) Interests in Marshall Motor Holdings Plc's ordinary shares in which the directors of Marshall
Motor Holdings Plc are interested (including their close relatives and related trusts): Class of relevant Ordinary shares of 64 pence each
securities:
Director Number of Marshall Percentage of total
Motor Holdings issued share capital
Plc's ordinary (excluding shares
shares held under option)*
------------------- ----------------------
Alan Ferguson 58,557 0.074850218
------------------- ----------------------
Daksh Gupta 1,650,000 2.109104972
------------------- ----------------------
Francesca Escery 2,013 0.002573108
------------------- ----------------------
*Percentages have been rounded
Under Notes on Rule 8, (c)(i) of the Takeover Code, Marshall of Cambridge (Holdings) Limited
are disclosing an interest in 50,390,615 ordinary shares representing 64.41 per cent. of the
total issued share capital (excluding shares under option) of Marshall Motor Holdings Plc.
(b) Options over Marshall Motor Holdings Plc's ordinary shares held by the directors of Marshall
Motor Holdings Plc's and their close relatives and related trusts
(i) Options and awards held by Daksh Gupta Date of award Number of Exercise Exercise period/vesting
shares price date
08 September 408,560* Nil Vest on 10 March 2024
2021 (Expiry date 8 September
2031)
---------- --------- --------------------------
20 August 2020 260,292 Nil Vest on 11 March 2023
(Expiry date 20 August
2030)
---------- --------- --------------------------
28 November 223,842 Nil Vest on 28 November
2019 2022 (Expiry date 28
November 2029)
---------- --------- --------------------------
(ii) Options and awards held by Richard Blumberger Date of award Number Exercise Exercise period/vesting
of shares price date
08 September 169,261* Nil Vest on 10 March 2024
2021 (Expiry date 8 September
2031)
----------- --------- --------------------------
20 August 2020 119,340 Nil Vest on 11 March 2023
(Expiry date 20 August
2030)
----------- --------- --------------------------
28 November 102,632 Nil Vest on 28 November 2022
2019 (Expiry date 28 November
2029)
----------- --------- --------------------------
*Subject to the assessment of the satisfaction of the relevant performance conditions.
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: 1 December 2021
Contact name: Stephen Jones
----------------
Telephone number: 01223 377000
----------------
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 .
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