WIRELESS GROUP Public Opening Position Disclosure
July 14 2016 - 2:00AM
UK Regulatory
TIDMWLG
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 N/A
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 relation to whose Wireless Group plc
relevant securities this form relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held: 14 July 2016
The latest practicable date prior to the
disclosure
(f) In addition to the company in 1(c) above, is N/A
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 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/ Nil 0.0 Nil 0.0
or controlled:
(2) Cash-settled derivatives: Nil 0.0 Nil 0.0
(3) Stock-settled derivatives Nil 0.0 Nil 0.0
(including options) and agreements
to purchase/sell:
Nil 0.0 Nil 0.0
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 Nil
which subscription right exists:
Details, including nature of the rights Nil
concerned and relevant percentages:
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 Number of Wireless Shares in Percentage of issued share
Director respect of which undertaking capital
is given
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 Exercise Price (per
Group plc shares Wireless share) (p)
2014 100,449 Nil
2015 141,317 Nil
2016 136,664 Nil
Norman McKeown
Date of grant Number of Wireless Exercise Price (per
Group plc shares 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 93,649
Norman McKeown)
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 .
END
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