Ted Baker PLC Opening Position Disclosure (8305G)
March 31 2022 - 10:57AM
UK Regulatory
TIDMTED
RNS Number : 8305G
Ted Baker PLC
31 March 2022
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: Ted Baker plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): N/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: Ted Baker plc
Use a separate form for each offeror/offeree
--------------
(d) Is the discloser the offeror or the offeree? OFFEREE
--------------
(e) Date position held: 30 March 2022
The latest practicable date prior to the disclosure
--------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect N/A
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:
Interests Short positions
------------ ------------------
Number % Number %
-------- ------------- ---
(1) Relevant securities owned and/or controlled: NIL - NIL -
-------- ------------- ---
(2) Cash-settled derivatives: NIL - NIL -
-------- ------------- ---
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: NIL - NIL -
-------- ------------- ---
NIL - NIL -
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: N/A
Details, including nature of the rights concerned and relevant percentages: N/A
----
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:
Ted Baker plc directors
a) The following directors of Ted Baker plc and their connected persons have the interests
in Ted Baker plc set out below:
Name of Position Number Percentage
Ted of holding of
Baker plc ordinary Ted Baker
director shares plc's
/ Close issued
Relative share
/ Related capital
Trust (to
three
decimal
places)
Interim Chair
Helena Non-Executive
Feltham Director 33,333 0.018
-------------------------- -------------------- ----------------------
Chief
Rachel Executive
Osborne Officer 33,333 0.018
-------------------------- -------------------- ----------------------
Chief
Marcus Financial
Dench Officer 1,057 0.001
-------------------------- -------------------- ----------------------
Andrew Independent
Jennings Non-Executive
Director
-------------------------- -------------------- ----------------------
Shares held
directly 33,333 0.018
-------------------- ----------------------
Shares held
by Karen Jennings 905 0.000
-------------------- ----------------------
Shares held
through KJ2604
Trust 4,100 0.002
-------------------- ----------------------
Independent
Jonathan Non-Executive
Kempster Director 33,333 0.018
-------------------------- -------------------- ----------------------
TOTAL 139,394 0.075
-------------------- ----------------------
b) The following directors of Ted Baker plc have rights to the scheme interests set out below:
Long-Term Incentive Plan: nil cost options subject to performance conditions
Ted Baker Position Maximum Date of Share Vesting Lapse
plc director number grant price date date
of ordinary at grant
shares
awarded
(not reflecting
dividend
equivalents)
Rachel Chief 1,413,189 4 Sept GBP1.1145 4 Sept 4 Sept
Osborne Executive 2020 2023 30
Officer
----------- ---------------- -------- ------------ -------- -------
583,031 3 Aug GBP1.3507 3 Aug 3 Aug
2021 2024 2031
----------- ---------------- -------- ------------ -------- -------
Marcus Chief 14,176 17 Mar GBP1.058094 6 Sept 17 Mar
Dench Financial 2022 2022 2032
Officer
----------- ---------------- -------- ------------ -------- -------
56,706 17 Mar GBP1.058094 6 March 17 Mar
2022 2025 2032
----------- ---------------- -------- ------------ -------- -------
Persons deemed to be acting in concert with Ted Baker plc
c) The following interests are held by persons deemed to be acting in concert with Ted Baker
plc: NONE
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: 31 March 2022
Contact name: Rishi Sharma
--------------------
Telephone number: +44 (0)207 756 8059
--------------------
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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