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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