PREMIER MITON GROUP PLC

M&A Activity • Dec 7, 2021

National Storage Mechanism | Additional information

RNS Number : 8529U

Premier Miton Group PLC

07 December 2021

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:	PREMIER MITON GROUP 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	PREMIER MITON GROUP PLC
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	06/12/2021
(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 River & Mercantile 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:	Ordinary Shares of 0.02p each
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	Nil	Nil	Nil
(2) Cash-settled derivatives:	Nil	Nil	Nil	Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil	Nil	Nil
TOTAL:	Nil	Nil	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:	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:

1.   Interests held by directors of Premier Miton Group plc and their close relatives and related trusts in the ordinary shares of 0.02p each in the capital of the Offeror ("Ordinary Shares")

Director	Number of ordinary shares held	Percentage of total issued share capital (to 2 d.p.)
Robert Colthorpe	40,705	0.03
Michael O'Shea	2,171,065	1.37
Catriona O'Shea	825,006	0.52
The Parkgate Trust	663,313	0.42
Michael O'Shea SIP*	6,079	0.00
Piers Harrison	26,300	0.02
Piers Harrison SIPx2**	23,629	0.01
David Barron	145,039	0.09
Heather Barron	27,166	0.02
Alison Fleming	10,299	0.01
William Smith	10,000	0.01
Sarah Walton	10,000	0.01

*     SIP: Shares purchased and matched 1:1 in accordance with the Premier Miton Group plc Share Incentive Plan 2020, an HMRC approved plan. 6,079 of Mike O'Shea's shares are held within this plan. The plan provides for partnership, matching and dividend shares. Matching and dividend shares are subject to forfeit if the partnership shares are withdrawn during the three year holding period, in accordance with the rules of the plan.

**    SIPx2: Shares purchased and matched 1:1 in accordance with (i) the Miton Group plc Share incentive Plan 2014 (in run-off); and (ii) the Premier Miton Group All-Employee Share Incentive Plan 2020 (on-going), both HMRC approved plans.        23,629 of Piers Harrison's shares are held within these plans. Both plans provide for partnership, matching and dividend shares. Matching and dividend shares are subject to forfeit if the partnership shares are withdrawn during the three year holding period, in accordance with the rules of the plans.

2.   Awards held by Piers Harrison (in the form of Ordinary Shares)

Plan	Date of grant	Vesting date	Expiry date	Exercise price (pence)	No. of Ordinary Shares (under option in MEI)
MEI1	30/09/2015	18/03/2019	10/05/2024	132.51	377,325
CSA2	14/11/2019	18/03/2019	10/05/2024	N/A	35,662
MEI	29/05/2019	31/03/2022	10/05/2027	208.70	105,651
CSA	14/11/2019	31/03/2022	10/05/2027	N/A	9,985

1.     MEI: Management Equity Incentive is a joint share option award originating from the legacy Miton business

2.     CSA: Contingent Share Award is a nil cost contingent share award originating from the legacy Miton business

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:	07/12/2021
###### Contact name:	Amruta Patel
###### Telephone number:	0203 714 1478

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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