Novae Group PLC Form 8 (DD) - Novae Group Plc

 
TIDMNVA 
 
 
   FORM 8 (DD) 
 
   PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN 
CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT 
CLIENTS) 
 
   Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code") 
 
   1.         KEY INFORMATION 
 
 
 
 
(a) Full name of discloser:                                   Matthew Fosh 
(b) Owner or controller of interests and short positions      N/A 
 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     Novae Group plc 
 securities this form relates: 
 Use a separate form for each offeror/offeree 
(d) Status of person making the disclosure:                   Person acting in concert with the offeree (Novae Group 
 e.g. offeror, offeree, person acting in concert with          plc) 
 the offeror/offeree (specify name of offeror/offeree) 
(e) Date dealing undertaken:                                  28 September 2017 
(f) In addition to the company in 1(c) above, is the          YES / NO / N/A 
 discloser making disclosures in respect of any other          If YES, specify which: 
 party to the offer? 
 If it is a cash offer or possible cash offer, state 
 "N/A" 
 
 
   2.         POSITIONS OF THE PERSON 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 following the 
dealing 
 
 
 
 
Class of relevant security: 
                                                                        Short 
                                                       Interests      positions 
                                                     Number     %A   Number   % 
(1) Relevant securities owned and/or controlled:    1,070,094  1.66     Nil  Nil 
(2) Cash-settled derivatives:                             Nil   Nil     Nil  Nil 
(3) Stock-settled derivatives (including options) 
 and agreements to purchase/sell:                         Nil   Nil     Nil  Nil 
 
  TOTAL:                                            1,070,094  1.66     Nil  Nil 
 
 
   A. Percentage calculations are based on Novae Group plc's total number 
of ordinary shares in issue being    64,425,640. 
 
 
   1. Interests held as options under Novae Group plc share plans following the 
      dealing: 
 
 
 
 
Class of          Ordinary Shares  Share Plan  Vesting Date   Exercise Price 
Relevant           (under option)                               (per share) 
Security: 
 
 
   [A] The vesting of the award is conditional on continued employment and 
subject to other rules of the plan. 
 
   [B]The vesting of the award is subject to continued employment and 
performance conditions. 
 
   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). 
 
   (c)        Rights to subscribe for new securities (including directors' 
and other employee options) 
 
 
 
 
Class of relevant security in relation to which subscription  N/A 
 right exists: 
Details, including nature of the rights concerned             N/A 
 and relevant percentages: 
 
 
 
 
 
   3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE 
 
   Where there have been dealings in more than one class of relevant 
securities of the offeror or offeree named in 1(c), copy table 3(a), (b), 
(c) or (d) (as appropriate) for each additional class of relevant 
security dealt in. 
 
   The currency of all prices and other monetary amounts should be stated. 
 
   (a)        Purchases and sales 
 
   (i)         Party to an offer or person acting in concert (except for a 
principal trader in the same group as a connected adviser) 
 
 
 
 
    Class of relevant      Purchase/sale  Number of securities  Price per unit 
        security 
 
 
 
   (ii)        Principal trader where the sole reason for the connection is 
that the principal trader is in the same group as a connected adviser 
 
 
 
 
   Class of     Purchases/ sales   Total number   Highest price  Lowest price 
   relevant                       of securities     per unit       per unit 
   security                                       paid/received  paid/received 
 
 
 
   (b)        Cash-settled derivative transactions 
 
 
 
 
Class of  Product description                         Nature of dealing                          Number of   Price 
relevant        e.g. CFD        e.g. opening/closing a long/short position, increasing/reducing  reference    per 
security                                             a long/short position                       securities  unit 
 
 
 
   (c)        Stock-settled derivative transactions (including options) 
 
   (i)         Writing, selling, purchasing or varying 
 
 
 
 
Class of    Product     Writing,    Number of   Exercise              Type               Expiry   Option 
relevant  description  purchasing,  securities   price     e.g. American, European etc.   date    money 
security   e.g. call    selling,     to which     per                                             paid/ 
            option       varying      option      unit                                           received 
                          etc.       relates                                                       per 
                                                                                                   unit 
 
 
 
   (ii)        Exercise 
 
 
 
 
  Class of     Product description  Exercising/     Number of      Exercise 
  relevant       e.g. call option    exercised     securities      price per 
  security                            against                        unit 
 
 
 
   (d)        Other dealings (including subscribing for new securities) 
 
 
 
 
Class of        Nature of dealing                                  Details                           Price per unit 
relevant   e.g. subscription, conversion                                                                   (if 
security                                                                                               applicable) 
Ordinary  Vesting                         Vesting of 30,128 shares under the Annual Deferred         N/A 
Shares                                     Bonus Award 
Ordinary  Vesting                         Vesting of 49,176 shares awarded under the Deferred        N/A 
Shares                                     Bonus Plan 
Ordinary  Vesting                         Vesting of 21,692 shares awarded under the 2007 Long-Term  N/A 
Shares                                     Incentive Plan 
 
 
   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 or person acting in concert making 
 the disclosure and any other person: 
 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 
 or person acting in concert making the disclosure 
 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)  YES/NO 
Supplemental Form 8 (SBL)             YES/NO 
 
 
 
 
Date of disclosure:    28 September 2017 
Contact name:            Alexandra Moon 
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 dealing disclosure requirements on [phone] 
0129. 
 
   The Code can be viewed on the Panel's website at 
www.thetakeoverpanel.org.uk. 
 
   This announcement is distributed by Nasdaq Corporate Solutions on behalf 
of Nasdaq Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Novae Group plc via Globenewswire 
 
 
  http://www.novae.com/home.aspx 
 

(END) Dow Jones Newswires

September 28, 2017 11:19 ET (15:19 GMT)

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