Redrow PLC

Major Shareholding Notification • Mar 23, 2017

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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.

This information is provided by RNS

The company news service from the London Stock Exchange

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