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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Haynes Publishing Group Plc | LSE:HYNS | London | Ordinary Share | GB0004160833 | ORD 20P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 685.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMHYNS
RNS Number : 0452V
Haynes Publishing Group PLC
28 November 2019
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")
Hot Features
Premium
1. KEY INFORMATION
(a) Full name of discloser: Haynes Publishing Group P.L.C.
(b) Owner or controller of interests and short positions disclosed, if different N/A
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 Haynes Publishing Group P.L.C.
relates:
Use a separate form for each offeror/offeree
-------------------------------
(d) Is the discloser the offeror or the offeree? OFFEREE
-------------------------------
(e) Date position held: 27 November 2019
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 20 pence each / A Ordinary shares of 20 pence each
Interests Short positions
---------------------------------------- ----------------------------------
Number % Number %
------------------------------ -------- ------------------------- -------
(1) Relevant securities owned and/or Nil - Nil -
controlled:
------------------------------ -------- ------------------------- -------
(2) Cash-settled derivatives: Nil - Nil -
------------------------------ -------- ------------------------- -------
(3) Stock-settled derivatives Nil - Nil -
(including options) and agreements to
purchase/sell:
------------------------------ -------- ------------------------- -------
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
(a) Interests in Haynes Publishing Group P.L.C. held by Directors and close family relatives:
Name Number of Number of % of total issued
A Ordinary Ordinary Shares share capital
Shares (both Ordinary
& A Ordinary,
excluding all
treasury shares)
Directors
------------- ----------------- ------------------
J HC Haynes - 39,933 0.26
------------- ----------------- ------------------
Alex Kwarts - 25,792 0.17
------------- ----------------- ------------------
Eddie Bell - 10,946 0.07
------------- ----------------- ------------------
Close relatives
------------- ----------------- ------------------
Annette Haynes - 326,375 2.16
------------- ----------------- ------------------
Christopher
Haynes - 9,513 0.06
------------- ----------------- ------------------
(b) Interests in Haynes Publishing Group P.L.C. held by personal representatives and family and related trusts
Name Number Number Total Number % of total
of A Ordinary of Ordinary of A Ordinary issued share
Shares Shares Shares capital (both
and Ordinary Ordinary
Shares & A Ordinary,
excluding
all treasury
shares)
Personal representatives
of the estate of
John Harold Haynes
deceased 8,250,000([i]) 197,500([ii]) 8,447,500 55.86
--------------- -------------- --------------- ---------------
Family Trust - HSCMDH([iii]) 450,000 163,500 613,500 4.06
--------------- -------------- --------------- ---------------
Family Trust - HSJHCH([iv]) 300,000 109,000 409,000 2.70
--------------- -------------- --------------- ---------------
Family Trust - JHHST72([v]) - 679,720 679,720 4.49
--------------- -------------- --------------- ---------------
Haynes International
Motor Museum([vi]) - 630,000 630,000 4.17
--------------- -------------- --------------- ---------------
[i] Notes in connection with 8,250,000 A Ordinary Shares
-- Annette C Haynes, John HC Haynes, Christopher MD Haynes and Richard G Bugler on behalf of Albert Goodman Trust Corporation Limited (company number 10619350) as personal representatives of the estate of John Harold Haynes deceased.
-- The discretionary beneficiaries are John Haynes deceased's immediate family and various charities.
[ii] Notes in connection with 197,500 Ordinary Shares
-- Legal ownership as for [i] above. -- Shares held beneficially by Annette C Haynes.
[iii] Haynes Settlement for the children of Christopher MD Haynes
-- The settlors are John Haynes (deceased) and Annette C Haynes. -- The trustees are John HC Haynes and Christopher MD Haynes. -- The life tenants are CVA Haynes, ERJ Haynes and NHW Haynes.
-- The discretionary beneficiaries are the life tenants, their children, parents or such persons added by the trustees.
[iv] Haynes Settlement for the children of John HC Haynes
-- The settlors are John Haynes (deceased) and Annette C Haynes. -- The trustees are John HC Haynes and Christopher MD Haynes. -- The life tenants are ARD Haynes and FLC Haynes.
-- The discretionary beneficiaries are the life tenants, their children, parents or such persons added by the trustees.
[v] John Harold Haynes Settlement Trust of 1972
-- The settlor is John Haynes (deceased). -- The trustees are John HC Haynes and Christopher MD Haynes. -- The beneficiaries are John HC Haynes and Christopher MD Haynes.
[vi] Shares are held legally by Annette C Haynes, NB Sanders, TM Marsh, M Penn and HEB Mayes as trustees of The Haynes International Motor Museum.
(c) Long Term Incentive Plan ("LTIP") awards held by Haynes Publishing Group P.L.C. Directors
LTIP awards have been granted to Haynes Executive Directors and senior managers on an annual basis and vest over a period of three years subject to continued service and the achievement of two key performance measures. Performance is measured based on an equally weighted combination of adjusted Earnings Per Share growth and adjusted Return on Average Capital Employed. Please see the Director's Remuneration Report on pages 37 - 46 of the 2019 Haynes Annual Reports & Accounts for further detail.
Nil cost LTIP awards Nil cost LTIP awards
granted with a vesting granted with a vesting
date (subject to performance date (subject to performance
and Employment conditions) and Employment conditions)
of 31 May 2020 of 31 May 2021
Name Outstanding Outstanding
------------------------------ ------------------------------
J HC Haynes 20,000 20,000
------------------------------ ------------------------------
James Bunkum 20,000 20,000
------------------------------ ------------------------------
Jeremy Yates-Round 20,000 20,000
------------------------------ ------------------------------
Alex Kwarts 20,000 20,000
------------------------------ ------------------------------
Peter van der
Galiën 20,000 20,000
------------------------------ ------------------------------
Richard Barker 8,667 20,000
------------------------------ ------------------------------
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:
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: 28 November 2019
Contact name: Richard Barker
Group Company Secretary
-------------------------
Telephone number: +44 (01963) 440635
-------------------------
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.
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 rns@lseg.com or visit www.rns.com.
END
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(END) Dow Jones Newswires
November 28, 2019 09:38 ET (14:38 GMT)
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