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: |
Wireless
Group plc |
(b)
Owner or controller of interests 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. |
N/A |
(c)
Name of offeror/offeree in relation to whose relevant securities
this form relates:
Use a separate form for each
offeror/offeree |
Wireless
Group plc |
| (d) Is
the discloser the offeror or the offeree? |
OFFEREE |
(e)
Date position held:
The latest practicable date prior to
the disclosure |
14 July
2016 |
(f) In addition to the company 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” |
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: |
Wireless Group plc ordinary shares of 7p each |
|
Interests |
Short
positions |
| Number |
% |
Number |
% |
| (1) Relevant
securities owned and/or controlled: |
Nil |
0.0 |
Nil |
0.0 |
| (2) Cash-settled
derivatives: |
Nil |
0.0 |
Nil |
0.0 |
| (3) Stock-settled
derivatives (including options) and agreements to
purchase/sell: |
Nil |
0.0 |
Nil |
0.0 |
TOTAL: |
Nil |
0.0 |
Nil |
0.0 |
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: |
Nil |
|
Details, including nature of the rights concerned and relevant
percentages: |
Nil |
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: |
3(a) Director holdings of ordinary shares of 7p each in Wireless
Group plc
| Wireless Group plc
Director |
Number
of Wireless Shares in respect of which undertaking is
given |
Percentage of issued share capital |
| Richard
Huntingford |
50,000 |
0.07% |
| Helen Kirkpatrick |
14,285 |
0.02% |
| Stephen
Kirkpatrick |
15,000 |
0.02% |
| Norman McKeown |
82,635 |
0.12% |
| Scott Taunton |
283,425 |
0.41% |
3(b) Director share options and share awards granted under the
Wireless Group plc Long Term Incentive Plan
| Scott
Taunton |
| Date of grant |
Number of Wireless
Group plc shares |
Exercise Price (per
Wireless share) (p) |
| 2014 |
100,449 |
Nil |
| 2015 |
141,317 |
Nil |
| 2016 |
136,664 |
Nil |
| Norman
McKeown |
| Date of grant |
Number of Wireless
Group plc shares |
Exercise Price (per
Wireless share) (p) |
| 2014 |
68,046 |
Nil |
| 2015 |
104,531 |
Nil |
| 2016 |
101,089 |
Nil |
3(c) Director shares under the Wireless Group plc SIP scheme
trust
| Wireless Group plc
Director |
Number of Wireless Group plc shares |
| Norman McKeown |
7,074 |
| Scott Taunton |
7,074 |
3(d) Holdings of ordinary shares of 7p each in Wireless Group
plc of persons acting in concert with Wireless Group plc
|
Number of Wireless Group plc shares |
| Linda McKeown (Wife of
Norman McKeown) |
93,649 |
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: |
14
July 2016 |
|
Contact name: |
Norman
McKeown |
|
Telephone number: |
+44
(0) 28 9026 2800 |
Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service and must also be emailed to the
Takeover Panel at monitoring@disclosure.org.uk.
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.