TIDMGOCO TIDMFUTR
RNS Number : 9666H
Goco Group PLC
08 December 2020
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")
(REPLACES OPENING POSITION DISCLOSURE DATED 3 DECEMBER 2020 TO
CLARIFY THAT DESPITE BEING A DIRECTOR OF GOCO GROUP PLC (OFFEREE)
ZILLAH BYNG-THORNE IS NOT ACTING IN CONCERT WITH GOCO GROUP PLC
(OFFEREE) BECAUSE SHE IS A DIRECTOR OF FUTURE PLC (OFFEROR) AND
THEREFORE IS ACTING IN CONCERT WITH FUTURE PLC (OFFEROR))
1. KEY INFORMATION
(a) Full name of discloser: GOCO GROUP PLC
(b) Owner or controller of interests and short positions disclosed, if different from N/A
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 securities this form relates: GOCO GROUP PLC (OFFEREE)
Use a separate form for each offeror/offeree
---- ------------------------------------------------------------------------------------- -------------------------
(d) Is the discloser the offeror or the offeree? OFFEREE
---- ------------------------------------------------------------------------------------- -------------------------
(e) Date position held: 2 December 2020
The latest practicable date prior to the disclosure
---- ------------------------------------------------------------------------------------- -------------------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures in YES
respect of
any other party to the offer? FUTURE PLC (OFFEROR)
If it is a cash offer or possible cash offer, state "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 0.02p each
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 Nil - Nil -
purchase/sell:
------------- --- ------------- ---
Nil - Nil -
TOTAL:
------------- --- ------------- ---
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 GoCo Group plc and their close relatives and related trusts
Name Number of ordinary Percentage of issued
shares ordinary share capital
Sir Peter Wood 125,058,569 29.65%
------------------- ------------------------
Matthew Crummack 108,280 0.03%
------------------- ------------------------
Alan Burns 23,788 0.01%
------------------- ------------------------
Angela Seymour-Jackson 59,915 0.01%
------------------- ------------------------
Joe Hurd and Christina
Mireles 28,064 0.01%
------------------- ------------------------
Dr Ashley Steel 94,103 0.02%
------------------- ------------------------
Adrian Webb 807,745 0.19%
------------------- ------------------------
Penelope Webb 232,450 0.06%
------------------- ------------------------
Nick Hugh 21,100 0.01%
------------------- ------------------------
(B) Interests held as options by directors of GoCo Group plc under its share plans
Name Share plan Number of Vesting date Exercise price
ordinary shares (per share)
(under option) (GBP)
Matthew Crummack Performance 1,028,571 28 February N/A
Share Plan 2021
(Foundation
Award)
--------------- ----------------- --------------- ---------------
Performance 378,021 29 March 2021, N/A
Share Plan 29 March 2022
--------------- ----------------- --------------- ---------------
714,286 28 March 2023 N/A
--------------- ----------------- --------------- ---------------
1,344,155 13 March 2024 N/A
----------------- --------------- ---------------
1,478,571 8 April 2025 N/A
--------------- ----------------- --------------- ---------------
Deferred Bonus 23,775 11 April 2021 N/A
Plan
--------------- ----------------- --------------- ---------------
73,274 3 April 2021, N/A
3 April 2022
--------------- ----------------- --------------- ---------------
94,017 8 April 2021, N/A
8 April 2022,
8 April 2023
--------------- ----------------- --------------- ---------------
Sharesave 27,272 1 October GBP0.66
Scheme 2022
--------------- ----------------- --------------- ---------------
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 December 2020
Contact name: Nick Edwards, General Counsel and Company Secretary
----------------------------------------------------
Telephone number: 01633 654060
----------------------------------------------------
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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END
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December 08, 2020 09:57 ET (14:57 GMT)
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