UBG Unbound Group Plc

TIDMUBG

RNS Number : 5586A

Unbound Group PLC

24 May 2023

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:                                                                    Unbound 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. 
                                                                                               ------------------ 
 (c) Name of offeror/offeree in relation to whose relevant securities this form relates:        Unbound Group plc 
  Use a separate form for each offeror/offeree 
                                                                                               ------------------ 
 (d) Is the discloser the offeror or the offeree?                                               OFFEREE 
                                                                                               ------------------ 
 (e) Date position held:                                                                        23 May 2023 
  The latest practicable date prior to the disclosure 
                                                                                               ------------------ 
 (f) In addition to the company in 1(c) above, is the discloser making disclosures in respect   N/A 
  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 GBP0.01 each 
                                                                                    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                Nil                  Nil 
 purchase/sell: 
                                                                              --------------  ----  -------------  --- 
                                                                                    Nil                  Nil 
   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 which subscription right exists:    None 
 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 held by the directors of Unbound Group plc, their close relatives and related 
        trusts: 
         Director           Number of Ordinary   Percentage of issued 
                             Shares of GBP0.01    share capital 
                             each 
         Ian Watson             2,975,123                4.57 
                           -------------------  --------------------- 
         Gavin Manson           1,190,219                1.83 
                           -------------------  --------------------- 
         Neil Johnson            612,391                 0.94 
                           -------------------  --------------------- 
         Alistair Miller         416,396                 0.64 
                           -------------------  --------------------- 
         Kate Rock                30,000                 0.05 
                           -------------------  --------------------- 
 
 
 
        (b) Interests held as options or awards under the share plans of Unbound Group plc by the 
        directors of Unbound Group plc and their close relatives and related trusts who are not exempt 
        principal traders for the purposes of Rule 8 of the Code: 
         Director     Share        Number         Grant      Vesting    Expiry     Exercise 
                       Plan         of Ordinary    Date       Date       Date       Price 
                                    Shares                                          (per share) 
                                    (under                                          (GBP) 
                                    option) 
                                    of GBP0.01 
                                    each 
         Ian Watson   Unbound      882,033*       18 March   18 March   17 March   Nil 
                       Group plc                   2022       2025       2032 
                       Long Term 
                       Incentive 
                       Plan 2021 
                     -----------  -------------  ---------  ---------  ---------  ------------- 
 
 
        *this is the maximum number of Ordinary Shares which may be issued. The actual number is determined 
        on a sliding scale basis with reference to certain performance conditions being achieved. 
 
 

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:    24 May 2023 
 Contact name:          Gavin Manson, Chief Financial Officer 
                       -------------------------------------- 
 Telephone number:      020 3874 8300 
                       -------------------------------------- 
 

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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May 24, 2023 11:53 ET (15:53 GMT)