UTW.L

Utilitywise Plc
Utilitywise plc - Form 8 (OPD) Utilitywise plc
8th February 2019, 09:47
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RNS Number : 4972P
Utilitywise plc
08 February 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:

Utilitywise 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

Utilitywise plc

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

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

8 February 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"

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 0.1p

 

 

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:

 

a)   Interests in Utilitywise plc's ordinary shares of 0.1p held by the directors of Utilitywise plc and their close relatives and related trusts:

Class of relevant securities:

Ordinary shares of 0.1p each

Name

Number of Utilitywise plc shares

Percentage of issued share capital

Brendan Flattery

60,000

0.07%

Richard Laker

0

0

Brin Sheridan

0

0

Simon Waugh

0

0

Kathie Child-Villiers

0

0

Debra Davies

0

0

b)   Options over Utilitywise plc shares held by the directors of Utilitywise plc and their close relatives and related trusts:

Class of relevant securities:

Ordinary shares of 1 pence each

Name

Scheme

Award date

Number of Utilitywise plc shares under option

Exercise period

Exercise price

Brendan Flattery

CEO Joining Award

21/10/2016

1,295,349

21/10/18 to 20/10/26

10.1 pence

Brendan Flattery

Sharesave

05/05/2017

 

1,470,588

01/07/20 to 31/12/20

134 pence

Brendan Flattery

LTIP

31/07/2018

1,000,000

50% from 01/08/21, 50% from 01/08/22

28.9 pence

Brin Sheridan

LTIP

18/02/2016

250,000

18/02/19 to 17/02/21

0.1 pence

Brin Sheridan

LTIP

31/07/2018

882,352

50% from 01/08/21, 50% from 01/08/22

28.9 pence

Richard Laker

LTIP

31/07/2018

822,352

50% from 01/08/21, 50% from 01/08/22

28.9 pence

 

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:

8 February 2019
Contact name:

Richard Laker
Telephone number:

+44 (0) 191 425 4610 

 

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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