Universe Group PLC Form 8 (OPD) Universe Group plc (3821U)

TIDMUNG

RNS Number : 3821U

Universe Group PLC

02 December 2021

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:                                                                    Universe 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. 
                                                                                               ------------------- 
 (c) Name of offeror/offeree in relation to whose relevant securities this form relates:        Universe Group plc 
  Use a separate form for each offeror/offeree 
                                                                                               ------------------- 
 (d) Is the discloser the offeror or the offeree?                                               OFFEREE 
                                                                                               ------------------- 
 (e) Date position held:                                                                        02-12-2021 
  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:                                      N/A     N/A      N/A       N/A 
                                                                                     -------  ----  -----------  ----- 
 (2) Cash-settled derivatives:                                                         N/A     N/A      N/A       N/A 
                                                                                     -------  ----  -----------  ----- 
 (3) Stock-settled derivatives (including options) and agreements to purchase/sell:    N/A     N/A      N/A       N/A 
                                                                                     -------  ----  -----------  ----- 
                                                                                       N/A     N/A      N/A       N/A 
   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: 
  (1) Interests of directors (together with their close relatives and related trusts) of Universe 
   Group plc in the ordinary shares of GBP0.01 each 
    Director          Number of ordinary   % of issued ordinary 
                       shares               shares (2 d.p.) 
    Andrew Blazye     20,342,785           7.79% 
                     -------------------  --------------------- 
    Neil Radley       1,999,790            0.77% 
                     -------------------  --------------------- 
    Malcolm Coster    9,215,754*           3.53% 
                     -------------------  --------------------- 
    Ivan Brooks       520,736**            0.20% 
                     -------------------  --------------------- 
    Adrian Wilding    200,000              0.08% 
                     -------------------  --------------------- 
 
    Director     Number       Date of      Plan         Exercise   Date          Expiry 
                 of options    award                     price     from 
                                                                   which 
                                                                   exercisable 
    Neil                      20 July      Unapproved              20 July       20 July 
     Radley      12,700,000    2021         Plan        5.4p        2024          2026 
                -----------  -----------  -----------  ---------  ------------  ----------- 
    Malcolm                   28 October   Unapproved              28 October    28 October 
     Coster      100,000       2014         Plan        5.5p        2017          2024 
                -----------  -----------  -----------  ---------  ------------  ----------- 
    Adrian                    20 July      Unapproved              20 July       20 July 
     Wilding     5,000,000     2021         Plan        5.4p        2024          2026 
                -----------  -----------  -----------  ---------  ------------  ----------- 
 
 
   *Includes 6,371,643 shares held in the name of Teresa Coster, who is Malcolm Coster's daughter 
   in law. 
 
   **Includes 78,236 shares held in the name of Thomas Brooks and 42,500 shares held in the name 
   of Alexander Brooks, who are Ivan Brooks' sons. 
 

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" 
 
   N/A 
 
   (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" 
 
   N/A 
 
   (c)        Attachments 

Are any Supplemental Forms attached?

 
 Supplemental Form 8 (Open Positions)   NO 
 Supplemental Form 8 (SBL)              NO 
                                       --- 
 
 
 Date of disclosure:    2 December 2021 
 Contact name:          Adrian Wilding 
                       ----------------- 
 Telephone number:      [phone] 
                       ----------------- 
 

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 [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .

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December 02, 2021 06:29 ET (11:29 GMT)