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:
|
Centaur
Media 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
|
Centaur
Media plc
|
|
(d) Is the discloser the
offeror or the offeree?
|
OFFEREE
|
|
(e) Date position
held:
The latest practicable date
prior to the disclosure
|
18 April
2024
|
|
(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"
|
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:
|
10p
Ordinary
|
|
|
Interests
|
Short
positions
|
|
Number
|
%
|
Number
|
%
|
|
(1) Relevant securities owned
and/or controlled:
|
0
|
0
|
0
|
0
|
|
(2) Cash-settled
derivatives:
|
0
|
0
|
0
|
0
|
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
0
|
0
|
0
|
0
|
|
TOTAL:
|
0
|
0
|
0
|
0
|
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:
|
|
a) Ordinary shares held by
the directors of Centaur Media plc ("Centaur"), their close relatives and
related trusts:
|
Person
|
|
Number of Centaur
shares
|
|
% of Centaur issued share
capital (excluding treasury shares)
|
|
|
|
|
|
|
|
Colin Jones*
|
|
266,235
|
|
0.18%
|
|
Simon Longfield*
|
|
349,785
|
|
0.23%
|
|
Rina Mukerji**
|
|
621,582
|
|
0.42%
|
|
Swagatam Mukerji*
|
|
553,655
|
|
0.37%
|
|
TOTAL
|
|
1,791,257
|
|
1.22%
|
* Director
of Centaur
** Close
relative of director of Centaur
(b) Options and awards
granted under Centaur's share plans held by the directors of
Centaur
Centaur Long Term Incentive
Plan:
|
Centaur
director
|
|
Number of Centaur shares
awarded*
|
|
Date of
award
|
|
Date (expected) of
vesting
|
|
Exercise period and price (£)
**
|
|
2021 LTIP
awards
|
|
Simon
Longfield
|
|
451,898
|
|
25 March
2021
|
|
25 March
2024
|
|
6 months /
£0.00
|
|
Swagatam
Mukerji
|
|
826,329
|
|
25 March
2021
|
|
25 March
2024
|
|
6 months /
£0.00
|
|
2022 LTIP
awards
|
|
Simon
Longfield
|
|
416,667
|
|
24 March
2022
|
|
24 March
2025
|
|
6 months /
£0.00
|
|
Swagatam
Mukerji
|
|
700,417
|
|
24 March
2022
|
|
24 March
2025
|
|
6 months /
£0.00
|
|
2023 LTIP
awards
|
|
Simon
Longfield
|
|
408,163
|
|
12 April
2023
|
|
12 April
2026
|
|
6 months /
£0.00
|
|
Swagatam
Mukerji
|
|
686,122
|
|
12 April
2023
|
|
12 April
2026
|
|
6 months /
£0.00
|
|
TOTAL LTIP AWARDS
OUTSTANDING
|
|
Simon
Longfield
|
|
1,276,728
|
|
|
|
|
|
|
|
Swagatam Mukerji
|
2,212,868
|
|
|
|
|
|
|
* Under the Centaur LTIP, a maximum
number of Centaur shares are granted on the date of grant and which
vest in accordance with performance conditions as further set out
in Centaur's annual report for the financial year ended 31 December
2023.
** In addition to an exercise period
of 6 months, each award is subject to a holding period of 2 years
from the date of vesting during which a participant will not sell
or otherwise transfer or dispose of any of their vested shares
under such award.
Centaur Deferred Share Bonus
Plan:
|
Centaur
director
|
|
Number of Centaur shares
awarded*
|
|
Date of
award
|
|
Date (expected) of
vesting
|
|
Exercise period and price (£)
**
|
|
Simon
Longfield
|
|
39,172
|
|
12 May
2022
|
|
24 March
2025
|
|
6 months /
£0.00
|
|
Swagatam
Mukerji
|
|
21,421
|
|
12 May
2022
|
|
24 March
2025
|
|
6 months /
£0.00
|
|
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:
|
19 April
2024
|
Contact name:
|
Simon Longfield,
CFO
|
Telephone number:
|
+44 (0) 20 7970
4000
|
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.