RNS Number : 3805A
Redrow PLC
23 March 2017
 

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:

Redrow 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.


(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Redrow plc

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

OFFEROR

(e) Date position held:

     The latest practicable date prior to the disclosure

22 March 2017

(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 - Bovis Homes Group plc

 

 

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

-

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:

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 in ordinary shares of Redrow plc held by the directors of Redrow plc and their close relatives and related trusts

 

Name

Number of Redrow plc ordinary shares

Percentage of issued ordinary share capital of Redrow plc (%)*

Steve Morgan 2

149,960,776

40.5519

John Tutte

643,469

0.1740

Barbara Richmond

551,466

0.1491

Deborah Hewitt

30,687

0.0083

Nicholas Hewson

20,500

0.0055

Elizabeth Peace

3,400

0.0009

Sir Michael Lyons

3,000

0.0008

Total

151,213,298

40.8906

 

* Percentages have been rounded

 

1 Steve Morgan's interests are held through Bridgemere Securities Limited and The Morgan Foundation (a charitable trust of which Mr Morgan is a trustee), which hold 107,386,045 and 42,000,000 shares respectively. The number of ordinary shares listed for Mr Morgan also includes the interests of Mr Morgan's concert party, including the interests of Housing Deposit Trust (270,000), Bryan Dix (230,000), Vincent Fairclough (59,941), Ashley Lewis (12,420) and Victoria Fairclough (2,370).

 

2 At the Annual General Meeting on 7 November 2016 the Redrow shareholders approved resolutions authorising the directors of Redrow to undertake share repurchases (the "Buyback Resolution") and approving a waiver of Rule 9 of the City Code on Takeovers and Mergers by the Takeover Panel in connection with an increase in the shareholding of Mr Morgan and his concert parties as a result of any such share repurchases (up to a maximum of 44.88 per cent. of the issued share capital of Redrow) (the "Waiver Resolution"). Redrow notes that the Waiver Resolution was not effective as it did not take account of the shareholdings of Ashley Lewis, Vincent Fairclough, Victoria Fairclough, Bryan Dix, the Housing Deposit Trust and Toscafund Asset Management LLP (which has since, as far as Redrow is aware, entirely disposed of its interest in Redrow) which the executive of the Takeover Panel has confirmed form part of Mr Morgan's concert party. As a result, no share repurchases have taken place nor shall take place under the authority granted by the Buyback Resolution.

 

b) Options over Redrow plc ordinary shares held by directors of Redrow plc

 

Redrow Deferred Bonus Incentive 2015

 

Name

Grant Date

Number of ordinary shares in respect of which options granted

Exercise Price

Exercise Date/Period

Barbara Richmond

14 September 2015

15,435

Nil cost options

14/09/15 to 14/09/25

John Tutte

14 September 2015

27,328

Nil cost options

14/09/15 to 14/09/25

 

Redrow Deferred Bonus Incentive 2016

 

Name

Grant Date

Number of ordinary shares in respect of which options granted

Exercise Price

Exercise Date/Period

Barbara Richmond

12 September 2016

19,130

Nil Cost Options

12/09/16 to 12/09/26

12 September 2016

19,130

Nil Cost Options

12/09/16 to 12/09/26

John Tutte

12 September 2016

33,866

Nil Cost Options

12/09/16 to 12/09/26

12 September 2016

33,866

Nil Cost Options

12/09/16 to 12/09/26

 

 

Redrow Long Term Incentive Plan (LTIP) 2014

 

Name

Grant Date

Number of ordinary shares in respect of which options granted

Exercise Price

Exercise Date/Period

Barbara Richmond

8 September 2014

107,018

Nil cost option

08/09/17 to 08/09/24

John Tutte

8 September 2014

189,474

Nil cost option

08/09/17 to 08/09/24

 

 

Redrow Long Term Incentive Plan (LTIP) 2015

Name

Grant Date

Number of ordinary shares in respect of which options granted

Exercise Price

Exercise Date/Period

Barbara Richmond

14 September 2015

63,462

Nil cost options

14/09/18 to 14/09/25

John Tutte

14 September 2015

112,348

Nil cost options

14/09/18 to 14/09/25

 

 

Redrow Long Term Incentive Plan (LTIP) 2016

 

Name

Grant Date

Number of ordinary shares in respect of which options granted

Exercise Price

Exercise Date/Period

Barbara Richmond

12 September 2016

78,472

Nil Cost Options

12/09/16 to 12/09/26

John Tutte

12 September 2016

138,882

Nil Cost Options

12/09/16 to 12/09/26

 

Redrow Save As You Earn Share Option scheme (SAYE) 2015

 

Name

Grant Date

Number of ordinary shares in respect of which options granted

Exercise Price

Exercise Date/Period

Barbara Richmond

30 October 2014

4,081

£2.21

01/01/18 to 01/07/18

John Tutte

30 October 2014

8,163

£2.21

01/01/18 to 01/07/18

 

 

Redrow Save As You Earn Share Option scheme (SAYE) 2016

 

Name

Grant Date

Number of ordinary shares in respect of which options granted

Exercise Price

Exercise Date/Period

Barbara Richmond

28 October 2016

2,812

£3.20p

01/01/2020

 

 

 

 

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:

23 March 2017
Contact name:

Graham Cope - Company Secretary
Telephone number:

+44 (0) 1244 520044

 

 

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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