RNS Number : 8726V
Northgate PLC
05 December 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")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

Northgate 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

Northgate plc

(d) Is the discloser the offeror or the offeree?

OFFEROR / OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

4 December 2019

(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"

YES / NO / N/A

If YES, specify which:
Redde plc (offeree)

 

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:

 


 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

0.000

Nil

0.000

(2) Cash-settled derivatives:

 

Nil

0.000

Nil

0.000

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

0.000

Nil

0.000

 

     TOTAL:

Nil

0.000

Nil

0.000

 

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 directors of Northgate plc and their close relatives and related trusts

 

Name

Number of ordinary shares

Percentage of total issued share capital of Northgate plc*

Fernando Maria Cogollos Ubeda

26,153

0.020

Claire Miles

5,000

0.004

John Cook Patullo

10,000

0.008

William Spencer

8,000

0.006

Philip James Vincent

15,870

0.012

Zedra nominee account

125,268

0.094

* Figures are rounded up to 3 decimal places

 

(B) Interests held by directors of Northgate plc under its share plans

 

Name

Number of ordinary shares (under option)

Vesting date

Exercise price (per share)

Northgate Executive Performance Share Plan

Philip James Vincent

157,781

24 September 2022

Nil

Philip James Vincent

95,360

27 June 2021

Nil

 

(C) Interests held by other concert parties of Northgate plc

 

Name

Number of ordinary shares

Percentage of total issued share capital of Northgate plc*

Goldman Sachs & Co. LLC

8,759(1)

0.007

* Figures are rounded up to 3 decimal places

(1) Cash-settled derivatives

 

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)

YES/NO

Supplemental Form 8 (SBL)

YES/NO

 

 

Date of disclosure:

5 December 2019

Contact name:

Katie Tasker-Wood

Telephone number:

44 79 1772 8637

 

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.

 


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