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Form 8 (DD) - PayPoint Plc

FORM 8 (DD)

 

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the “Code”)

 

1.        KEY INFORMATION

 

(a)        Full name of discloser:

Nick Wiles

(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:

        Use a separate form for each offeror/offeree

PayPoint Plc, the Offeror

(d)        Status of person making the disclosure:

        e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)

Person acting in concert with the Offeror

(e)        Date dealing undertaken:

3 January 2023

(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”

No

 

2.        POSITIONS OF THE PERSON 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 following the dealing

 

Class of relevant security:

Ordinary shares of 1/3 pence each in PayPoint plc

 

Interests

Short positions

Number

%

Number

%

(1)        Relevant securities owned and/or controlled:

91,567

0.13

Nil

0

(2)        Cash-settled derivatives:

Nil

0

Nil

0

(3)        Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

0

Nil

0



        TOTAL:

91,567

0.13

Nil

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 (including directors’ and other employee options)

 

Class of relevant security in relation to which subscription right exists:

Ordinary shares of 1/3 pence each in PayPoint plc

Details, including nature of the rights concerned and relevant percentages:

 

Share Plan

No of shares under option

Date of grant

Exercise price

Normal vesting date

Restricted Share Award (RSA)

29,717

27 July 2020

Nil

July 2023

RSA

14,858

27 July 2020

Nil

July 2024

RSA

27,931

13 August 2021

Nil

August 2024

RSA

30,921

10 June 2022

Nil

June 2025

RSA

14,858

27 July 2020

Nil

July 2025

RSA

13,966

13 August 2021

Nil

August 2025

RSA

15,460

10 June 2022

Nil

June 2026

RSA

13,966

13 August 2021

Nil

August 2026

RSA

15,461

10 June 2022

Nil

June 2027

Deferred Annual Bonus Scheme (DABS)

19,785

13 August 2021

Nil

August 2024

DABS

16,645

10 June 2022

Nil

June 2025

Share Incentive Plan

1,174*

N/A

Nil

N/A

Share Incentive Plan-dividend award

20

3 January 2023

Nil

3 January 2023

* SIP Awards are made on a monthly basis on the basis of one Matching Share for each Partnership Share. The beneficial ownership of the Matching Shares will pass to the directors listed above three years’ following their grant and subject to continued employment and the retention of the underlying Partnership Shares.

 

3.        DEALINGS BY THE PERSON MAKING THE DISCLOSURE

 

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

 

The currency of all prices and other monetary amounts should be stated.

 

(a)        Purchases and sales

 

(i)        Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)

 

Class of relevant security

Purchase/sale

Number of securities

Price per unit

N/a

 

 

 

 

(ii)        Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser

Class of relevant security

Purchases/ sales

Total number of securities

Highest price per unit paid/received

Lowest price per unit paid/received

N/a

 

 

 

 

 

(b)        Cash-settled derivative transactions

 

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

N/a

 

 

 

 

 

(c)        Stock-settled derivative transactions (including options)

 

(i)        Writing, selling, purchasing or varying

 

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit

N/a

 

 

 

 

 

 

 

 

(ii)        Exercise

 

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

N/a

 

 

 

 

 

(d)        Other dealings (including subscribing for new securities)

 

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable)

Ordinary 1/3p share

Grant of share awards-dividend shares

Grant of share awards pursuant to Share Incentive Plan in relation to 20 ordinary shares

£5.13

 

 

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 or person acting in concert making the disclosure and any other person:

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 or person acting in concert making the disclosure 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:

3 January 2023

Contact name:

Brian McLelland

Telephone number:

07721211100

 

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 dealing disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.