TIDMHMLH
RNS Number : 9201V
HML Holdings PLC
12 August 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")
1. KEY INFORMATION
(a) Full name of discloser: HML Holdings plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): n/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: HML Holdings plc
Use a separate form for each offeror/offeree
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(d) Is the discloser the offeror or the offeree? OFFEREE
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(e) Date position held: 11/08/2020
The latest practicable date prior to the disclosure
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(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect N/A
of any other party to the offer?
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 1.5p each
Interests Short positions
------------------- ------------------
Number % Number %
-------------- --- ------------- ---
(1) Relevant securities owned and/or controlled: Nil 0 Nil 0
-------------- --- ------------- ---
(2) Cash-settled derivatives: Nil 0 Nil 0
-------------- --- ------------- ---
(3) Stock-settled derivatives (including options) and agreements to
purchase/sell: Nil 0 Nil 0
-------------- --- ------------- ---
TOTAL: Nil 0 Nil 0
-------------- --- ------------- ---
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:
Ordinary shares of 1.5p each
3(a) Shares held by directors of HML Holdings plc and their
concert parties
Director and/or their Number of HML Holdings Percentage of existing
concert parties plc shares HML Holdings plc shares
(%)
James Howgego (CFO)
and family 1,964,640 4.27
Richard Smith* (Chairman) 1,954,024 4.25
Geoffrey Griggs* (NED) 533,167 1.16
HML Concierge Services
Limited (HML Holdings
plc Employee Share
Ownership Trust)** 437,418 0.94
*Richard Smith is CEO and Geoffrey Griggs is CFO of LTC Holdings
Plc which holds 9,432,117 Ordinary Shares representing 20.51% of
the issued ordinary share capital of the HML Holdings plc. LTC has
released its own Form 8.3 on 6 August 2020.
**James Howgego, Geoffrey Griggs and Alec Guthrie are Directors
of HML Concierge Services Limited which is the trustee of the HML
Holdings plc Employee Share Ownership Trust.
3(b) Directors' rights to subscribe to HML Holdings plc
shares
Name Number of HML Exercise Price Exercise Period
Holdings Shares (pence)
11,250 15.25p 6/2015 - 6/2023
11,500 33.00p 8/2017 - 8/2024
21,250 41.00p 10/2018 - 10/2025
30,000 32.00p 8/2019 - 8/2026
60,000 36.00p 9/2020 - 9/2027
100,000 33.50p 9/2021 - 9/2028
Alec Guthrie (CEO) 90,000 32.00p 12/2022 - 12/2029
---------------- -------------- -------------------
17.75p 6/2014 - 6/2022
15.25p 6/2015 - 6/2023
100,000 100,000 33.00p 8/2017 - 8/2024
90,000 41.00p 10/2018 - 10/2025
80,000 32.00p 8/2019 - 8/2026
80,000 100,000 36.00p 9/2020 - 9/2027
James Howgego 100,000 33.50p 9/2021 - 9/2028
(CFO) 90,000 32.00p 12/2022 - 12/2029
---------------- -------------- -------------------
60,000 17.75p 6/2014 - 6/2022
60,000 15.25p 6/2015 - 6/2023
50,000 33.00p 8/2017 - 8/2024
40,000 41.00p 10/2018 - 10/2025
40,000 32.00p 8/2019 - 8/2026
41,000 36.00p 9/2020 - 9/2027
Richard Smith 41,000 33.50p 9/2021 - 9/2028
(Chairman) 40,000 32.00p 12/2022 - 12/2029
---------------- -------------- -------------------
20,000 11.75p 6/2013 - 6/2021
20,000 17.75p 6/2014 - 6/2022
25,000 15.25p 6/2015 - 6/2023
20,000 33.00p 8/2017 - 8/2024
20,000 41.00p 10/2018 - 10/2025
20,000 32.00p 8/2019 - 8/2026
21,000 36.00p 9/2020 - 9/2027
Geoffrey Griggs 21,000 33.50p 9/2021 - 9/2028
(NED) 20,000 32.00p 12/2022 - 12/2029
---------------- -------------- -------------------
Elizabeth Holden
(NED) 20,000 41.00p 10/2018 - 10/2025
20,000 32.00p 8/2019 - 8/2026
21,000 36.00p 9/2020 - 9/2027
21,000 33.50p 9/2021 - 9/2028
20,000 32.00p 12/2022 - 12/2029
---------------- -------------- -------------------
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: 12 August 2020
Contact name: James Howgego
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Telephone number: 020 8439 8529
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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 .
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FEEGZGMRLZVGGZG
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August 12, 2020 05:15 ET (09:15 GMT)
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