JWNG.L

Jaywing Plc
Jaywing PLC - Form 8
7th March 2024, 15:00
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RNS Number : 8966F
Jaywing PLC
07 March 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:

Jaywing 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

Jaywing plc

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

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

6 March 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:

 

Ordinary Shares of £0.05

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

 

Nil

 

(2) Cash-settled derivatives:

 

Nil

 

Nil

 

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

Nil

 

Nil

 

 

     TOTAL:

Nil

 

Nil

 

 

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:

None

Details, including nature of the rights concerned and relevant percentages:

None

 

 

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:

3(a) Interests held by the directors of Jaywing Plc and their close relatives and related trusts (excluding options and awards which are set out in 3(b) below):

 

Director

Position

Number of ordinary shares

Percentage of issued share capital1

Andrew Fryatt

Chief Executive

120,993

0.12%

Ian Robinson

Non-Executive Director

470,267

0.50%

Philip Hanson

Non-Executive Director

109,462

0.11%

1 Based on total voting rights in the Company is 93,332,595.

 

3(b) Options and awards held by certain directors of Jaywing Plc in ordinary shares issued under the LTIP / CSOP:

 

 

 

 

 

Date of Grant

 

 

 

 

Name of option holder

Number of ordinary shares under outstanding options

 

 

 

 

Vesting Date

 

 

Expiry Date

 

 

 

Exercise Price (p)

13 April 2023,

Andrew Fryatt (CSOP)

1,200,000

13 April 2026

13 April 2033

5p

13 April 2023,

Andrew Fryatt (LTIP)

576,000

13 April 2025

13 April 2033

5p

13 April 2023,

Andrew Fryatt (LTIP)

576,000

13 April 2027

13 April 2033

5p

 

 

 

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:

6 March 2024

 

Contact name:

Christoper Hughes CFO

Telephone number:

44 (0)333 370 6500

 

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