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RENEWI PLC — M&A Activity 2024
Dec 27, 2024
4694_iss_2024-12-11_12f9ec10-9aeb-45b5-93e7-facaa02283bd.pdf
M&A Activity
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FORM 8 (OPD) - RENEWI PLC
Released : 11 Dec 2024 12:00:00
RNS Number : 5912P Renewi PLC 11 December 2024
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: | Renewi 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 | Renewi plc |
| relevant securities this form relates: | |
| Use a separate form for each offeror/offeree | |
| (d) Is the discloser the offeror or the offeree? | OFFEREE |
| (e) Date position held: | 10 December 2024 |
| The latest practicable date prior to the disclosure | |
| (f) In addition to the company in 1(c) above, is the | N/A |
| 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" |
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 £1.00 each par value | |||
|---|---|---|---|---|
| Interests | Short positions | |||
| Number | % | Number | % |
12/24/24, 12:41 PM Form 8 (OPD) - Renewi PLC
| (1) Relevant securities owned | Nil | 0 | Nil | 0 |
|---|---|---|---|---|
| and/or controlled: | ||||
| (2) Cash-settled derivatives: | Nil | 0 | Nil | 0 |
| (3) Stock-settled derivatives | Nil | 0 | Nil | 0 |
| (including options) and | ||||
| agreements to purchase/sell: | ||||
| Nil | 0 | Nil | 0 | |
| TOTAL: |
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 | Nil |
|---|---|
| which subscription right exists: | |
| Details, including nature of the rights | N/A |
| concerned and relevant percentages: |
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) Holdings of directors of Renewi plc:
| Name | Number of Ordinary Shares held |
Percentage of total issued share capital (to two decimal places) |
Beneficial Owner/ Controller |
|---|---|---|---|
| Otto de Bont | 391,841 | 0.48 | Otto de Bont |
| Annemieke den Otter |
87,240 | 0.10 | Annemieke den Otter |
| Luc Sterckx | 28,500 | 0.03 | Luc Sterckx and Christine Stymans* |
| Total: | 507,581 | 0.63 |
*Close relative of Luc Sterckx
b) Options and awards held by directors of Renewi plc:
| Number of | |||||
|---|---|---|---|---|---|
| Renewi | |||||
| shares | Date of | Date of | Date of | Exercise | |
| Name | awarded | grant | vesting | expiry | price |
| Deferred Annual Bonus Plan | |||||
|---|---|---|---|---|---|
| Otto de Bont | 16,272 | 22 June | 22 June | 22 June | Nil |
| 2020 | 2025 | 2025 | |||
| 22,798 | 16 June | 16 June | 16 June | Nil | |
| 2022 | 2025 | 2025 | |||
| 24,241 | 19 June | 19 June | 19 June | Nil | |
| 2023 | 2026 | 2026 | |||
| 14,644 | 5 June | 5 June 2027 | 5 June 2027 | Nil | |
| 2024 | |||||
| Annemieke den | 18,302 | 19 June | 19 June | 19 June | Nil |
| Otter | 2023 | 2026 | 2026 | ||
| 12,438 | 5 June | 5 June 2027 | 5 June 2027 | Nil | |
| 2024 | |||||
| Number of | |||||
| Renewi | |||||
| shares | Date of | Date of | Date of | Exercise | |
| Name | awarded | grant | vesting | expiry | price |
| LTIP | |||||
| Otto de Bont | 94,931 | 16 June | 16 June | 16 June | Nil |
| 2022 | 2025 | 2025 | |||
| 136,590 | 19 June | 19 June | 19 June | Nil | |
| 2023 | 2026 | 2026 | |||
| 109,831 | 5 June | 5 June 2027 | 5 June 2027 | Nil | |
| 2024 | |||||
| Annemieke den | 20,432 | 16 June | 16 June | 16 June | Nil |
| Otter | 2022 | 2025 | 2025 | ||
| 92,814 | 19 June | 19 June | 19 June | Nil | |
| 2023 | 2026 | 2026 | |||
| 74,630 | 5 June | 5 June 2027 | 5 June 2027 | Nil | |
| 2024 | |||||
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: | 11 December 2024 |
|---|---|
| Contact name: | Ute Ball |
| Telephone number: | 020 3991 2544 |
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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