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Form 8 (DD) - Public dealing disclosure by a party to an offer or person acting in concert

Published: 2023-03-06 08:18:20 ET
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CAPITAL & COUNTIES PROPERTIES PLC
(Incorporated and registered in the United Kingdom
with Registration Number 07145051 and
registered in South Africa as an external company
with Registration Number 2010/003387/10)
JSE code: CCO ISIN: GB00B62G9D36
LEI: 549300TTXXZ1SHUI0D54
(“the Company”)


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:                                                Michelle McGrath (Director)

 (b) Owner or controller of interests and short positions                   N/A
     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                  Capital & Counties Properties PLC (Offeror)
     securities this form relates:
     Use a separate form for each offeror/offeree
 (d) Status of person making the disclosure:                                Person acting in concert with offeror
     e.g. offeror, offeree, person acting in concert with the               (Director)
     offeror/offeree (specify name of offeror/offeree)
 (e) Date dealing undertaken:                                               2 March 2023

 (f) In addition to the company in 1(c) above, is the discloser             No
     making disclosures in respect of any other party to the
     offer?
     If it is a cash offer or possible cash offer, state “N/A”

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 25p each

                                                                     Interests                                Short
                                                                                                             positions
                                          Name                             Number              %           Number      %
                                                                                          (2 decimal
                                                                                            places)
 (1) Relevant securities owned            M. McGrath                       604,175            0.07            Nil       Nil
     and/or controlled:
 (2) Cash-settled derivatives:                                Nil                              Nil            Nil       Nil

 (3) Stock-settled derivatives                                Nil                              Nil            Nil       Nil
     (including options) and
     agreements to purchase/sell:
      TOTAL:                                               604,175                            0.07            Nil       Nil
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:
 Details, including nature of the rights concerned
 and relevant percentages:

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                               Purchase/sale                            Number of         Price per unit
          security                                                                            securities
 Ordinary shares of 25p             Sale of shares to cover tax and NI liabilities in               500,308             £1.245
 each                               relation to the vesting of nil cost options


(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         Purchases/ sales            Total number of         Highest price per           Lowest price per
       security                                             securities           unit paid/received         unit paid/received
 n/a                        n/a                        n/a                      n/a                        n/a


(b)        Cash-settled derivative transactions

      Class of relevant        Product                   Nature of dealing                Number of            Price per unit
          security            description              e.g. opening/closing a             reference
                               e.g. CFD                 long/short position,              securities
                                                  increasing/reducing a long/short
                                                              position
 n/a                       n/a                    n/a                                   n/a                   n/a


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

(i)        Writing, selling, purchasing or varying

      Class of      Product             Writing,         Number of        Exercise         Type        Expiry         Option
      relevant    description         purchasing,        securities       price per         e.g.        date          money
      security   e.g. call option       selling,          to which           unit       American,                      paid/
                                      varying etc.         option                       European                     received
                                                           relates                          etc.                     per unit
 n/a             n/a                 n/a                n/a              n/a            n/a          n/a            n/a
(ii)       Exercise

       Class of relevant          Product                Exercising/                Number of       Exercise price per
           security             description           exercised against             securities             unit
                               e.g. call option
 Ordinary shares of        Nil cost options          Vesting of nil cost      1,064,483             Nil
 25p each                                            options


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

    Class of relevant                     Nature of dealing                        Details          Price per unit (if
        security                    e.g. subscription, conversion                                      applicable)
 n/a                          n/a                                       n/a                      n/a



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 March 2023

 Contact name:                                                      Ruth Pavey, Company Secretary

 Telephone number:                                                  020 3214 9155


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.
3 March 2023



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