Marlowe PLC Form 8.3 - Marlowe PLC (1115H)
July 30 2021 - 8:47AM
UK Regulatory
TIDMMRL
RNS Number : 1115H
Marlowe PLC
30 July 2021
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1%
OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: Alex Dacre
(b) Owner or controller of interests N/A
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.
------------
(c) Name of offeror/offeree in MARLOWE PLC
relation to whose relevant securities
this form relates:
Use a separate form for each
offeror/offeree
------------
(d) If an exempt fund manager N/A
connected with an offeror/offeree,
state this and specify identity
of offeror/offeree:
------------
(e) Date position held/dealing 30/07/2021
undertaken:
For an opening position disclosure,
state the latest practicable date
prior to the disclosure
------------
(f) In addition to the company No
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"
------------
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 (if any)
Class of relevant Ord
security:
Interests Short positions
------------------ ------------------
Number % Number %
---------- ------------- ---
(1) Relevant securities
owned and/or controlled: 4,654,352 6.03%
---------- ------ ------------- ---
(2) Cash-settled derivatives: N/A
---------- ------ ------------- ---
(3) Stock-settled N/A
derivatives (including
options) and agreements
to purchase/sell:
---------- ------ ------------- ---
TOTAL: 4,654,352 6.03%
---------- ------ ------------- ---
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).
(b) Rights to subscribe for new securities (including directors' and other employee options)
Class of relevant security Ordinary shares of 50p
in relation to which subscription
right exists:
Details, including nature 1. Marlowe plc Long Term
of the rights concerned Incentive Plan 2019 under
and relevant percentages: which Alex Dacre has been
granted 92,975 of new share
options will vest, in whole
or in part, on 1 April 2022
(or upon a change of control)
subject to performance conditions
involving the Company's compound
annual total shareholder
return having been met over
the preceding three-year
period.
Upon vesting, the options
will be exercisable at a
price of 50 pence per ordinary
at any time prior to expiry
on 31 March 2029.
2. Marlowe plc Long Term
Incentive Plan 2020 under
which Alex Dacre has been
granted 63,380 of new share
options will vest, in whole
or in part, on 1 April 2023
(or upon a change of control)
subject to performance conditions
involving the Company's compound
annual total shareholder
return having been met over
the preceding three-year
period.
Upon vesting, the options
will be exercisable at a
price of 50 pence per ordinary
at any time prior to expiry
on 31 March 2030.
3. 3,913 share options vesting
on 1 October 2023 under HMRC
approved 2020 Save As You
Earn scheme. Subject to the
rules of the 2020 SAYE Scheme,
participants will be able
to exercise their 2020 SAYE
Options within six-months
commencing from 1 October
2023. The 2020 SAYE Options
have an exercise price, calculated
in accordance with the rules
of the SAYE Scheme, of 460
pence per 2020 SAYE Option
4. Marlowe Executive Incentive
Plan under which participants
receive a 10% share of total
shareholder return created
above a hurdle of 10% per
annum over a five year performance
period. Growth in shareholder
value is assessed from 1
April 2021 based on the number
of issued Ordinary Shares
of 50 pence each in the capital
of the Company at that date
and the March 2021 placing
price of GBP6.90 per share.
Participants will receive
a share of the pool created
based on the proportion of
the pool they are allocated.
Alex Dacre has a 56.5% allocation.
The value of the pool will
be converted into new shares
at the end of the performance
period in the form of a nil-cost
options which can be exercised
over a five year period from
the date of grant (i.e. the
end of the performance period),
subject to a cap on the maximum
number of shares which can
be issued, equal to 4,902,295
new shares based on a dilution
limit of 10% of the current
share capital, less shares
issued (and granted but not
yet vested) for share incentive
schemes since 2016.
-----------------------------------------------
3. DEALINGS (IF ANY) 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
Class of relevant Purchase/sale Number of securities Price per unit
security (GBP)
N/A
-------------- --------------------- ---------------
(b) Cash-settled derivative transactions
Class of Product Nature of dealing Number Price
relevant description e.g. opening/closing of reference per unit
security e.g. CFD a long/short securities
position, increasing/reducing
a long/short
position
N/A
------------- ------------------------------- -------------- ----------
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class Product Writing, Number Exercise Type Expiry Option
of description purchasing, of securities price e.g. date money
relevant e.g. selling, to which per American, paid/
security call varying option unit European received
option etc. relates etc. per
unit
N/A
------------- ------------- --------------- --------- ----------- ------- ----------
(ii) Exercise
Class of Product Exercising/ Number of Exercise
relevant description exercised securities price per
security e.g. call against unit
option
N/A
------------- ------------ ------------ -----------
(d) Other dealings (including subscribing for new securities)
Class of Nature of dealing Details Price per
relevant e.g. subscription, unit (if
security conversion applicable)
N/A
-------------------- -------- -------------
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 person
making the disclosure and any party to the offer or
any person acting in concert with a party to the offer:
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 person 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
Is a Supplemental Form 8 (Open Positions) No
attached?
Date of disclosure: 30/07/2021
Contact name: Matthew Allen
--------------
Telephone number: 020 3813 8493
--------------
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
RETSDAFESEFSEDW
(END) Dow Jones Newswires
July 30, 2021 08:47 ET (12:47 GMT)
Marlowe (LSE:MRL)
Historical Stock Chart
From Jul 2024 to Aug 2024
Marlowe (LSE:MRL)
Historical Stock Chart
From Aug 2023 to Aug 2024
