FirstGroup PLC — Regulatory Filings 2022

Jun 8, 2022

National Storage Mechanism | Additional information

FIRSTGROUP PLC - Form 8 (OPD) - Firstgroup Plc

PR Newswire

London, June 8

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:	FIRSTGROUP 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	FIRSTGROUP PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	6 June 2022
(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”	No

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	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:	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:

FirstGroup plc ordinary shares held by directors of FirstGroup plc

Name of director	Number of FirstGroup plc ordinary shares held	Percentage of total issued share capital (excluding treasury shares) (%)
Graham Sutherland	Nil	0.00%
Julia Steyn	Nil	0.00%
David Martin1	300,000	0.04%
Ryan Mangold2	281,419	0.04%
Peter Lynas3	60,000	0.01%
Jane Lodge4	15,000	0.00%
Claire Hawkings	Nil	0.00%
Anthony Green5	1,542	0.00%
Myrtle Dawes	Nil	0.00%
Sally Cabrini	Nil	0.00%
Warwick Brady6	108,701	0.01%
1all held by a close relative. 2including shares beneficially owned by a close relative. 3held through a HSBC Direct product. 4held in a Standard Life SIPP. 5held via a Computershare Nominee. 6held via an Investec ISA and General Investment Account.

Options held by directors of FirstGroup plc in FirstGroup plc ordinary shares

Ryan Mangold

Name	Grant Date	Number of FirstGroup plc ordinary shares in respect of which options granted	Exercise price	Exercise Period
LTIP	19 August 2019	765,175	nil	1 April 2022 – 1 April 2023
LTIP	24 September 2020	1,962,274	nil	1 April 2023 – 1 April 2024
LTIP	2 August 2021	934,274	nil	1 April 2024 – 1 April 2025
The LTIP awards granted as conditional nil cost options are subject to performance conditions and are operated in accordance with the plan rules and in some circumstances the Remuneration Committee may amend the exercise periods shown above.

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 June 2022
Contact name:	David Blizzard
Telephone number:	020 7291 0505

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 atwww.thetakeoverpanel.org.uk.