Wey Education PLC Form 8.2 (OPD) - Wey Education (2950V)
13 Abril 2021 - 4:30AM
UK Regulatory
TIDMWEY TIDMWEY
RNS Number : 2950V
Wey Education PLC
13 April 2021
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: Wey Education plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): N/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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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Wey Education plc
Use a separate form for each offeror/offeree
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(d) Is the discloser the offeror or the offeree? OFFEREE
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(e) Date position held: 12 April 2021
The latest practicable date prior to the disclosure
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(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"
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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
Class of relevant security: Ordinary shares of 1p each
Interests Short positions
---------------- ------------------
Number % Number %
--------- ----- ------------ ----
(1) Relevant securities owned and/or controlled: Nil Nil Nil Nil
--------- ----- ------------ ----
(2) Cash-settled derivatives: Nil Nil Nil Nil
--------- ----- ------------ ----
(3) Stock-settled derivatives (including options) and agreements to Nil Nil Nil Nil
purchase/sell:
--------- ----- ------------ ----
Nil Nil 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: N/A
Details, including nature of the rights concerned and relevant percentages: N/A
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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 ordinary shares of 1p each in Wey Education plc and holdings of options over
ordinary shares in Wey Education plc by directors and their close relatives and related trusts
Name No. of ordinary Percentage
shares held of issued share
capital
Jacqueline Daniell (CEO) and
her husband, Paul Daniell 10,316,490 7.38%
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Barrie Whipp 500,000 0.36%
---------------- -----------------
John Bridges 500,000 0.36%
---------------- -----------------
Anthony Knowles 66,862 0.05%
---------------- -----------------
Barry Nichols-Grey 43,633 0.03%
---------------- -----------------
Esther Clark - -
---------------- -----------------
Sara de Freitas - -
---------------- -----------------
Annika Small - -
---------------- -----------------
b) Enterprise Management Incentive ("EMI") options held by directors of Wey Education plc
(and their close relatives and related trusts).
Director Date of Number Exercise First exercise Last exercise
grant of options price date date
Barry 12/06/2018 1,591,343 15.71 pence 12/06/2021 12/06/2028
Nichols-Grey
----------- ------------ ------------ --------------- --------------
Anthony 12/06/2018 1,591,343 15.71 pence 12/06/2021 12/06/2028
Knowles
----------- ------------ ------------ --------------- --------------
Sara de 17/11/2020 250,000 23.90 pence 17/11/2023 17/11/2030
Freitas
----------- ------------ ------------ --------------- --------------
Esther Clark 17/11/2020 250,000 23.90 pence 17/11/2023 17/11/2030
----------- ------------ ------------ --------------- --------------
c) Unapproved share options held by directors of Wey Education plc (and their close relatives
and related trusts).
Director Date of Number Exercise First exercise Last exercise
grant of options price date date
Barry 10/05/2018 1,500,000 16.70 pence 10/05/2021 10/05/2028
Nichols-Grey
----------- ------------ ------------ --------------- --------------
Anthony 23/05/2018 1,500,000 16.70 pence 23/05/2021 23/05/2028
Knowles
----------- ------------ ------------ --------------- --------------
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
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Date of disclosure: 13 April 2021
Contact name: Barry Nichols-Grey
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Telephone number: +44 (0) 1873 813 900
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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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