TIDMDWF

RNS Number : 7628H

Andrew Leaitherland

31 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:                                 Andrew Leaitherland 
                                                              Rachael Leaitherland 
                                                              And children 
 (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. 
                                                            ---------------------------------------------------------- 
 (c) Name of offeror/offeree in relation to whose relevant   DWF Group plc 
 securities this form relates: 
 Use a separate form for each offeror/offeree 
                                                            ---------------------------------------------------------- 
 (d) If an exempt fund manager connected with an             n/a 
 offeror/offeree, state this and specify identity 
 of offeror/offeree: 
                                                            ---------------------------------------------------------- 
 (e) Date position held/dealing undertaken:                  21st July 2023 * please refer to additional dealings 
 For an opening position disclosure, state the latest        table at the bottom of this form 
 practicable date prior to the disclosure 
                                                            ---------------------------------------------------------- 
 (f) In addition to the company in 1(c) above, is the        YES / NO / N/A 
 discloser making disclosures in respect                      If YES, specify which: 
 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 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:                              2,197,595    0.64% 
                                                                              ----------  --------  -------------  --- 
 (2) Cash-settled derivatives: 
                                                                              ----------  --------  -------------  --- 
 (3) Stock-settled derivatives (including options) and agreements to 
  purchase/sell:                                                               1,413,524     0.41% 
                                                                              ----------  --------  -------------  --- 
 
   TOTAL:                                                                      3,611,119    1.05% 
                                                                              ----------  --------  -------------  --- 
 

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 subscription right exists: 
 Details, including nature of the rights concerned and relevant percentages:   n/a 
                                                                              ---- 
 
   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 
 1p ordinary                   sale             101701                 0.955104 
                              ---------------  ---------------------  --------------- 
 
   (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:    31th July 2023 
 Contact name:          Andrew Leaitherland 
                       -------------------- 
 Telephone number*:     07979243114 
                       -------------------- 
 

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:                                                     Andrew Leaitherland 
                                                                                             Rachael Leaitherland 
                                                                                             And children 
 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         Expiry 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 .

*Additional Dealings

 
       Date          Class of relevant security    Purchase/sale    Number of securities   Price per unit 
 
                     1p ordinary                   sale 
                    ----------------------------  ---------------  ---------------------  --------------- 
 10(th) July 2023    1p ordinary                   sale             11,423                 0.8755 
                    ----------------------------  ---------------  ---------------------  --------------- 
 10(th) July 2023    1p ordinary                   sale             29,830                 0.8381 
                    ----------------------------  ---------------  ---------------------  --------------- 
 10(th) July 2023    1p ordinary                   sale             28,087                 0.8901 
                    ----------------------------  ---------------  ---------------------  --------------- 
 12(th) July 2023    1p ordinary                   sale             23,530                 0.85 
                    ----------------------------  ---------------  ---------------------  --------------- 
 12(th) July         1p ordinary                   sale             57,654                 0.880400 
                    ----------------------------  ---------------  ---------------------  --------------- 
 13(th) July 2023    1p ordinary                   sale             28,736                 0.87 
                    ----------------------------  ---------------  ---------------------  --------------- 
 13(th) July 2023    1p ordinary                   sale             28,736                 0.87 
                    ----------------------------  ---------------  ---------------------  --------------- 
 14(th) July 2023    1p ordinary                   sale             28,916                 0.8646 
                    ----------------------------  ---------------  ---------------------  --------------- 
 17(th) July         1p ordinary                   sale             34,978                 0.857697 
                    ----------------------------  ---------------  ---------------------  --------------- 
 17(th) July         1p ordinary                   sale             29,412                 0.85 
                    ----------------------------  ---------------  ---------------------  --------------- 
 17(th) July         1p ordinary                   sale             29,261                 0.8544 
                    ----------------------------  ---------------  ---------------------  --------------- 
 18(th) July         1p ordinary                   sale             29,762                 0.84 
                    ----------------------------  ---------------  ---------------------  --------------- 
 19(th) July         1p ordinary                   sale             35,129                 0.854 
                    ----------------------------  ---------------  ---------------------  --------------- 
 20(th) July         1p ordinary                   sale             23,489                 0.851486 
                    ----------------------------  ---------------  ---------------------  --------------- 
 21(st) July         1p ordinary                   sale             104,701                0.955104 
                    ----------------------------  ---------------  ---------------------  --------------- 
 

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