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
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(a)
Full name of discloser:
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Jaywing plc
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(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.
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N/A
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(c)
Name of offeror/offeree in relation to whose relevant securities
this form relates:
Use a separate form for each
offeror/offeree
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Jaywing plc
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(d)
Is the discloser the offeror or the offeree?
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OFFEREE
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(e)
Date position held:
The latest practicable date prior to the
disclosure
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6 March 2024
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(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"
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N/A
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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
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Class of relevant security:
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Ordinary Shares of
£0.05
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Interests
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Short
positions
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Number
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%
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Number
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%
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(1)
Relevant securities owned and/or controlled:
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Nil
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Nil
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(2)
Cash-settled derivatives:
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Nil
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Nil
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(3)
Stock-settled derivatives (including options) and agreements to
purchase/sell:
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Nil
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Nil
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TOTAL:
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Nil
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Nil
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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
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Class of relevant security in relation to which subscription
right exists:
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None
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Details, including nature of the rights concerned and relevant
percentages:
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None
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3. POSITIONS
OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE
DISCLOSURE
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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:
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3(a) Interests held by the directors of Jaywing Plc and their
close relatives and related trusts (excluding options and awards
which are set out in 3(b) below):
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Director
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Position
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Number of ordinary
shares
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Percentage of issued share
capital1
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Andrew Fryatt
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Chief Executive
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120,993
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0.12%
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Ian Robinson
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Non-Executive Director
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470,267
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0.50%
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Philip Hanson
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Non-Executive Director
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109,462
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0.11%
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1 Based on total voting rights in the Company is
93,332,595.
3(b) Options and awards held by certain directors of Jaywing
Plc in ordinary shares issued under the LTIP /
CSOP:
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Date of Grant
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Name of option holder
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Number of ordinary shares
under outstanding options
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Vesting
Date
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Expiry Date
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Exercise Price
(p)
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13 April 2023,
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Andrew Fryatt (CSOP)
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1,200,000
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13 April
2026
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13 April
2033
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5p
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13 April 2023,
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Andrew Fryatt (LTIP)
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576,000
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13 April
2025
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13 April
2033
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5p
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13 April 2023,
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Andrew Fryatt (LTIP)
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576,000
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13 April
2027
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13 April
2033
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5p
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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
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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"
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None
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(b) Agreements,
arrangements or understandings relating to options or
derivatives
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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"
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None
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(c)
Attachments
Are
any Supplemental Forms attached?
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Supplemental Form 8 (Open Positions)
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NO
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Supplemental Form 8 (SBL)
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NO
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Date of disclosure:
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6 March 2024
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Contact name:
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Christoper Hughes CFO
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Telephone number:
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44 (0)333 370 6500
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