Next PLC — Director's Dealing 2018

Mar 29, 2018

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RNS Number : 3295J

NEX Group PLC

29 March 2018

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:	NEX 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	OFFEREE - NEX GROUP PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	29 MARCH 2018
(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 If YES, specify which: CME GROUP INC.

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:	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:
3 (a) Interests of directors of NEX Group plc (and their close relatives and related trusts) in NEX Group plc ordinary shares
Director					Number of ordinary shares							Percentage of total issued share capital (%)(1)
Anna Ewing					5,000							<0.01
Charles Gregson(2)					233,223							0.06
Ken Pigaga(3)					11,422							<0.01
Ivan Ritossa(4)					168,413							0.04
John Sievwright(5)					27,994							0.01
Michael Spencer(6)					267,532							0.07
Robert Standing(7)					15,714							<0.01
Sam Wren(8)					11,367							<0.01
Notes:
(1) Based on 379,735,432 shares in issue as at the date of this form.
(2) Includes 21,642 shares held by Charles and Caroline Gregson jointly, 15,591 shares held by HSBC Global Asset Management on behalf of Caroline Gregson, and 115,809 shares held by JM Finn & Co (including 23,109 shares held on behalf of Caroline Gregson).
(3) Shares held by Charles Schwab on behalf of Ken and Nanette Pigaga jointly.
(4) Shares held by Vidacos Nominees Limited.
(5) Shares held by NY Nominees Limited.
(6) Includes 214,532 shares held by Goldman Sachs Securities (Nominees) Limited (including 5,911 shares held on behalf of Michael Spencer's Goldman Sachs nominee holding), and 53,000 shares held by Sarah Spencer. Does not include shares held by IPGL (Holdings) Limited, its affiliated persons and its associated companies, whose interests have been disclosed under 3 (e) below. Michael Spencer holds a majority shareholding in IPGL (Holdings) Limited and IPGL (Holdings) Limited is a concert party of NEX Group plc.
(7) Shares held by Interactive Investor.
(8) Shares held by TD Investing Nominees (Europe) Limited.
3 (b) Interests of directors of NEX Group plc (and their close relatives and related trusts) in NEX Group plc share options/awards in respect of ordinary shares
Director	Plan						Number		Date of grant		Exercise price		Vesting date		Lapse date
Ken Pigaga	ICAP plc Senior Management Long Term Incentive Plan						48,579		28-May-2015		Nil		28-May-2018		29-May-2018
The ICAP plc Performance Share Plan						48,579		11-Nov-2015		Nil		28-May-2018		29-May-2020
The ICAP plc Deferred Share Bonus Plan						63,738		16-Nov-2016		Nil		24-May-2019		25-May-2019
The ICAP plc Performance Share Plan						63,738		16-Nov-2016		Nil		24-May-2019		25-May-2019
The NEX Group plc 2016 Deferred Share Bonus Plan						63,542		23-May-2017		Nil		23-May-2020		24-May-2020
The NEX Group plc 2016 Performance Share Plan						158,855		23-May-2017		Nil		23-May-2020		24-May-2020
Michael Spencer	Bonus Share Matching Plan						631,973		29-May-2008		Nil		18-May-2011		28-May-2018
Bonus Share Matching Plan						631,973		29-May-2008		Nil		18-May-2011		28-May-2018
Bonus Share Matching Plan						607,543		28-May-2009		Nil		16-May-2012		27-May-2019
Bonus Share Matching Plan						408,398		27-May-2010		Nil		15-May-2013		26-May-2020
Bonus Share Matching Plan						667,593		26-May-2011		Nil		18-May-2014		25-May-2021
Bonus Share Matching Plan						569,078		24-May-2012		Nil		20-May-2015		23-May-2022
The ICAP plc Performance Share Plan						173,262		11-Nov-2015		Nil		28-May-2018		28-May-2020
The ICAP plc Performance Share Plan						521,497		24-May-2016		Nil		24-May-2019		24-May-2021
The ICAP plc Deferred Share Bonus Plan						394,020		24-May-2016		Nil		24-May-2019		25-May-2019
The NEX Group plc 2016 Deferred Share Bonus Plan						277,897		23-May-2017		Nil		23-May-2020		24-May-2020
The NEX Group plc 2016 Performance Share Plan						357,424		23-May-2017		Nil		23-May-2020		23-May-2022
The ICAP plc Sharesave Scheme						2,986		18-Jun-2015		£4.52		01-Aug-2018		31-Jan-2019
Sam Wren	ICAP plc Senior Management Long Term Incentive Plan						3,709		28-May-2015		Nil		28-May-2018		29-May-2018
The ICAP plc Performance Share Plan						3,709		11-Nov-2015		Nil		28-May-2018		29-May-2018
The ICAP plc Performance Share Plan						5,214		24-May-2016		Nil		24-May-2019		25-May-2019
ICAP plc Senior Management Long Term Incentive Plan						5,214		24-May-2016		Nil		24-May-2019		25-May-2019
The NEX Group plc 2016 Performance Share Plan						5,162		23-May-2017		Nil		23-May-2020		24-May-2020
The NEX Group plc 2016 Deferred Share Bonus Plan						5,162		23-May-2017		Nil		23-May-2020		24-May-2020
The NEX Group plc 2016 Performance Share Plan						39,713		26-Jun-2017		Nil		23-May-2020		23-May-2022
NEX Group plc 2016 Global Sharesave Plan						3,719		14-Jun-2017		£4.84		01-Aug-2020		31-Jan-2021
3 (c) Interests of directors of NEX Group plc (and their close relatives and related trusts) in cash settled derivatives referenced to NEX Group plc ordinary shares
Director		Product				Reference amount of NEX shares				Date of derivative				Reference price
Michael Spencer		CFD				28,571				30 December 2016				682.50
Michael Spencer		CFD				28,571				30 December 2016				691.20
3 (d) Interests of directors of NEX Group plc (and their close relatives and related trusts) in CME Group Inc. ordinary shares
Director			Number of ordinary shares									Percentage of total issued share capital (%)(1)
Class A					Class B
Anna Ewing			Nil					Nil				Nil
Charles Gregson			Nil					Nil				Nil
Ken Pigaga			Nil					Nil				Nil
Ivan Ritossa			Nil					Nil				Nil
John Sievwright			Nil					Nil				Nil
Michael Spencer			Nil					Nil				Nil
Robert Standing(2)			30,000					7				0.01
Sam Wren			Nil					Nil				Nil
Notes:
(1) Based on 340,531,963 shares in issue based on CME Group Inc.'s rule 2.9 announcement made on 26 March 2018.
(2) Includes 10,000 held by Charles Schwab, and 20,007 held by LDFA Limited.
3 (e) Interests in ordinary shares of NEX Group plc held by other concert parties of NEX Group plc
Class of relevant security:
Concert party				Number of ordinary shares								Percentage of total issued share capital (%)(1)
IPGL Limited(2)				1,303,356								0.34
Incap Finance BV(2)				34,874,663								9.18
Incap Overseas BV(2)				26,672,143								7.02
Bank of America Merrill Lynch				Nil								Nil
Citigroup Global Markets Limited				Nil								Nil
Evercore Group LLC				Nil								Nil
J. Aron & Company				Nil								Nil
Goldman Sachs Financial Markets, L.P.				Nil								Nil
Notes:
(1) Based on 379,735,432 shares in issue as at the date of this form.
(2) Subsidiary of IPGL (Holdings) Limited, a company in which Michael Spencer, a NEX Group plc director, owns a majority shareholding.
3 (f) Interests of other concert parties of NEX Group plc in cash settled derivatives referenced to NEX Group plc ordinary shares
Concert party		Product				Reference amount of NEX shares				Date of derivative				Reference price (GBP)
IPGL Limited(1)		CFD				28,571				30-Dec-2016				682.5
IPGL Limited(1)		CFD				28,571				30-Dec-2016				691.2
IPGL Limited(1)		CFD				142,857				30-Dec-2016				692.9
Notes:
(1) Subsidiary of IPGL (Holdings) Limited, a company in which Michael Spencer, a NEX Group plc director, owns a majority shareholding.
3 (g) Interests in ordinary shares of CME Group Inc held by other concert parties of NEX Group plc
Class of relevant security:
Name of concert party				Number of ordinary shares								Percentage of total issued share capital (%)(1)
Bank of America Merrill Lynch				20,001								<0.01
Citigroup Global Markets Limited				214,524								0.06
Evercore Group LLC				Nil								Nil
J. Aron & Company				4								<0.01
Goldman Sachs Financial Markets L.P.				2,982								<0.01
Notes:
(1) Based on 340,531,963 shares in issue based on the rule 2.9 announcement made on 26 March 2018.

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"
N/A

(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"
N/A

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

###### Date of disclosure:	29 March 2018
###### Contact name:	Deborah Abrehart
###### Telephone number:	+44 (0)20 7818 9675

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 company news service from the London Stock Exchange

END

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