TIDMDWF
RNS Number : 2854H
DWF Group PLC
26 July 2023
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1%
OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: Ignasi Costas [1]
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): n/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: DWF Group plc
Use a separate form for each offeror/offeree
------------------
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity n/a
of offeror/offeree:
------------------
(e) Date position held/dealing undertaken: 20 July 2023
For an opening position disclosure, state 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 NO
of any other 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 (if any)
Class of relevant security: 1p ordinary
Interests Short positions
------------------- ------------------
Number % Number %
------------ ------------- ---
(1) Relevant securities owned and/or controlled: 3,153,545 0.92
------------ ----- ------------- ---
(2) Cash-settled derivatives: -
------------ ----- ------------- ---
(3) Stock-settled derivatives (including options) and agreements to
purchase/sell: 133,439 [2] 0.26
------------ ----- ------------- ---
TOTAL: 4,021,169 1.18
------------ ----- ------------- ---
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).
(b) Rights to subscribe for new securities (including directors' and other employee options)
Class of relevant security in relation to which Ordinary shares*
subscription right exists:
Details, including nature of the rights concerned and Interest in shares pursuant to share awards granted over
relevant percentages: 683,057 shares representing 0.20%
of the total issued share capital**
----------------------------------------------------------
* These awards relate to issued shares which are currently held
by the DWF Group plc Employee Benefit Trust
** Details of share awards:
Description of Date of award No. of shares Vesting date
award under award
LTIP*** 16/08/2021 195,411 FY23/24****
-------------- -------------- -------------
LTIP*** 01/08/2022 244,328 FY24/25****
-------------- -------------- -------------
EIP***** 09/12/2022 243,318 FY22/23****
-------------- -------------- -------------
*** Long Term Incentive Plan Award (conditional share award
subject to performance conditions disclosed in the DWF Group plc
annual report & accounts for FY21/22) granted under DWF Group
plc Equity Incentive Plan.
****Vesting occurs on the announcement of the full year results
for the relevant financial year stated
***** Conditional Share Award granted under DWF Group plc Equity
Incentive Plan
3. DEALINGS (IF ANY) 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
Class of relevant security Purchase/sale Number of securities Price per unit
(b) Cash-settled derivative transactions
Class of relevant Product description Nature of dealing Number of reference Price per unit
security e.g. CFD e.g. opening/closing a securities
long/short position,
increasing/reducing a
long/short position
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of Product Writing, Number of Exercise Type Expiry date Option money
relevant description purchasing, securities price per e.g. paid/
security e.g. call selling, to which unit American, received per
option varying etc. option European unit
relates etc.
(ii) Exercise
Class of relevant Product description Exercising/ exercised Number of securities Exercise price per
security e.g. call option against unit
(d) Other dealings (including subscribing for new securities)
Class of relevant security Nature of dealing Details Price per unit (if applicable)
e.g. subscription, conversion
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 person making the disclosure and any party to the offer or
any person acting in concert with a party to the offer:
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 person
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
Is a Supplemental Form 8 (Open Positions) attached? YES
Date of disclosure: 26 July 2023
Contact name: Darren Drabble
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Telephone number*: +44 333 320 2220
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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.
*If the discloser is a natural person, a telephone number does
not need to be included, provided contact information has been
provided to the Panel's Market Surveillance Unit.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk .
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION)
POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Full name of person making disclosure: Ignasi Costas
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: DWF Group plc
--------------
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of Product Written or Number of Exercise price Type Vesting date
relevant description purchased securities to per unit e.g. American,
security e.g. call which option European etc.
option or derivative
relates
3. AGREEMENTS TO PURCHASE OR SELL ETC.
Full details should be given so that the nature of the
interest or position can be fully understood:
The shares described in 2(a)(3) are subject to a lock-up
agreement between the holder and DWF Group plc. The exceptions
to the restrictions set out in the agreement are customary
and include, inter alia:
* Accepting a general offer made to all holders of
issued shares made in accordance with the City Code
on Takeovers and Mergers; and
* Transferring shares pursuant to an arrangement
between the Company and its members or any class of
them which is agreed to by the members and sanctioned
by the court under the Company Act 2006.
It is not necessary to provide details on a Supplemental Form
(Open Positions) with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be
stated.
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 .
[1] The previous Form 8.3 as per RNS numbered 8592G can be
disregarded and the party's full position is disclosed here.
[2] See Supplemental Form 8 for more information
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END
RETFZGZNGVGGFZM
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