National World PLC Form 8 (OPD) - National World plc

RNS Number : 0483P

National World PLC

05 December 2024

 

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:	National World 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	National World Plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	04 December 2024
(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:	0.1p Ordinary Shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	nil	0	nil	0
(2) Cash-settled derivatives:	nil	0	nil	0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	nil	0	nil	0
TOTAL:	nil	0	nil	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:	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)   Interests held by the directors of National World plc, their close relatives and related trusts:   Name Job Title Number of Ordinary Shares Percentage of Existing Issued Share Capital David Montgomery* Executive Chairman 19,231,631 7.18% John Rowe Executive Director 1,531,631 0.57% Mark Hollinshead Chief Operating Officer 1,471,278 0.55% David Lindsay Non- Executive Director 270,000 0.10%   *The shares comprising the disclosed interests of David Montgomery are registered in the name of Montgomery Media Limited, a personal investment company owned and controlled by Mr Montgomery   (b)   Interests held by parties deemed to be acting in concert with the Company   Name Number of Ordinary Shares Percentage of Existing Issued Share Capital Alasdair Locke 25,632,627 9.58%   (c)   Options and awards granted under National World plc's plans held by the directors of National World plc:   Name Job Title Share Plan Date of Grant Number of Outstanding Options Vesting Date* Exercise Price (p per share) Expiry Date David Montgomery Executive Chairman VCP 15/11/21 4,432,177 17/04/23 10.0 17/04/2025 David Montgomery Executive Chairman LTIP 15/12/22 1,056,410 15/12/25 19.5 15/12/2035 David Montgomery Executive Chairman LTIP 30/03/23 389,527 30/03/26 22.0 30/03/2026 David Montgomery Executive Chairman LTIP 10/05/24 616,518 10/05/27 13.9 10/05/2027 Mark Hollinshead COO LTIP 15/12/22 792,308 15/12/25 19.5 15/12/2035 Mark Hollinshead COO LTIP 30/03/23 389,527 30/03/26 22.0 30/03/2026 Mark Hollinshead COO LTIP 10/05/24 616,518 10/05/27 13.9 10/05/2027 Sheree Manning CFO LTIP 30/03/23 142,500 30/03/26 22.0 30/03/2026 Sheree Manning CFO LTIP 10/05/24 532,374 10/05/27 13.9 10/05/2027   *In the event of a takeover, scheme of arrangement, demerger or winding-up of the Company, awards will vest in full, and Options will become immediately exercisable, subject to the application of the formula over the period to the change of control.   Definitions: -       LTIP: Long Term Incentive Plan -       VCP: Value Creation Plan   (d)   Ordinary shares of 0.1 pence each in National World plc held by connected advisers of National World plc on a non-exempt basis   Connected Advisers NWOR Ordinary Shares Held Personally Percentage of NWOR ISC Number of Warrants/Options Dowgate Capital Discretionary Clients 3,164,172 1.18% N/A David Poutney 2,000,000 0.75% N/A Lorna Tilbian 1,850,000 0.69% N/A Stuart Parkinson 1,297,000 0.48% N/A James Grace 1,000,000 0.37% N/A Nigel Spray 350,000 0.13% N/A Ed Jones 256,000 0.10% N/A Paul Richards 230,000 0.09% N/A James Serjeant 150,000 0.06% N/A David Lis 125,000 0.05% N/A Dowgate Wealth Discretionary Clients 89,570 0.03% N/A

 

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:	5 December 2024
Contact name:	Sheree Manning, Chief Financial Officer
Telephone number:	07876 476 438

 

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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END

 

 

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