French Connection Group PLC Form 8 (OPD) French Connection Group plc (6737E)

TIDMFCCN TIDMFCCN

RNS Number : 6737E

French Connection Group PLC

19 October 2018

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:                                                               French Connection Group plc 
 (b) Owner or controller of interests and short positions disclosed, if different from     N/A 
 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:   French Connection Group plc 
  Use a separate form for each offeror/offeree 
                                                                                          ---------------------------- 
 (d) Is the discloser the offeror or the offeree?                                          OFFEREE 
                                                                                          ---------------------------- 
 (e) Date position held:                                                                   18 October 2018 
  The latest practicable date prior to the disclosure 
                                                                                          ---------------------------- 
 (f) In addition to the company in 1(c) above, is the discloser making disclosures in      NO 
 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:                                                           Ordinary shares of 1p each 
                                                                                      Interests       Short positions 
                                                                                  ----------------  ------------------ 
                                                                                    Number     %       Number       % 
                                                                                  ---------  -----  ------------  ---- 
 (1) Relevant securities owned and/or controlled:                                    Nil      Nil        Nil       Nil 
                                                                                  ---------  -----  ------------  ---- 
 (2) Cash-settled derivatives:                                                       Nil      Nil        Nil       Nil 
                                                                                  ---------  -----  ------------  ---- 
 (3) Stock-settled derivatives (including options) and agreements to                 Nil      Nil        Nil       Nil 
 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: 
      a) Holdings of ordinary shares of 1p each in French Connection Group plc by directors and 
       their close relatives and related trusts 
        Name                No. of ordinary shares   Percentage of issued 
                             held                     share capital 
        Stephen Marks(1)    40,094,190(1)            41.6%(1) 
                           -----------------------  --------------------- 
 
 
       (1) of which 1,506,500 shares are held in family trusts and 775,000 shares are held by family 
       members 
 
       b) Share options with performance conditions over ordinary shares of 1p each in French Connection 
       Group plc held by directors and their close relatives and related trusts 
        Name               Potential            Exercise price   Earliest        Expiry 
                            number of                             vesting date    date 
                            French Connection 
                            shares held 
                                                                                 4 July 
        Lee Williams(2)    537,736(2)           35.33p           4 July 2019      2026 
                          -------------------  ---------------  --------------  ------- 
 
 
       (2) The options awarded to Lee Williams have targeted performance conditions attached (50% 
       of the share options will be exercisable if the minimum performance criteria is met) and a 
       three year service condition. The face value of these options based on the share price at 
       the date of the grant was GBP190,000. 
 
       c) Share options vested but not exercised over ordinary shares of 1p each in French Connection 
       Group plc held by directors and their close relatives and related trusts 
        Name             Potential            Exercise   Vesting date   Expiry date 
                          number of            price 
                          French Connection 
                          shares held 
                                                         29 October     29 October 
        Stephen Marks    376,700              56.20p      2011           2018 
                        -------------------  ---------  -------------  ------------ 
                                                         29 October     29 October 
        Neil Williams    284,500              56.20p      2011           2018 
                        -------------------  ---------  -------------  ------------ 
 

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:    19 October 2018 
 Contact name:          Lee Williams 
                       ----------------- 
 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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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October 19, 2018 11:59 ET (15:59 GMT)