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
 InterestsShort positions
Number%Number%
(1)        Relevant securities owned and/or controlled:91,5670.13Nil0
(2)        Cash-settled derivatives:

Nil0Nil0
(3)        Stock-settled derivatives (including options) and agreements to purchase/sell:Nil0Nil0


        TOTAL:
91,5670.13Nil0

 

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 PlanNo of shares under optionDate of grantExercise priceNormal vesting date
Restricted Share Award (RSA)29,71727 July 2020NilJuly 2023
RSA14,85827 July 2020NilJuly 2024
RSA27,93113 August 2021NilAugust 2024
RSA30,92110 June 2022NilJune 2025
RSA14,85827 July 2020NilJuly 2025
RSA13,96613 August 2021NilAugust 2025
RSA15,46010 June 2022NilJune 2026
RSA13,96613 August 2021NilAugust 2026
RSA15,46110 June 2022NilJune 2027
Deferred Annual Bonus Scheme (DABS)19,78513 August 2021NilAugust 2024
DABS16,64510 June 2022NilJune 2025
Share Incentive Plan1,174*N/ANilN/A

Share Incentive Plan-dividend award203 January 2023Nil3 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 securityPurchase/sale

Number of securitiesPrice 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 securityPurchases/ sales

Total number of securitiesHighest price per unit paid/receivedLowest price per unit paid/received
N/a    

 

(b)        Cash-settled derivative transactions

 

Class of relevant securityProduct description

e.g. CFD
Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position
Number of reference securitiesPrice per unit
N/a    

 

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

 

(i)        Writing, selling, purchasing or varying

 

Class of relevant securityProduct description e.g. call optionWriting, purchasing, selling, varying etc.Number of securities to which option relatesExercise price per unitType

e.g. American, European etc.
Expiry dateOption money paid/ received per unit
N/a       

 

(ii)        Exercise

 

Class of relevant securityProduct description

e.g. call option
Exercising/ exercised againstNumber of securitiesExercise price per unit
N/a    

 

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

 

Class of relevant securityNature of dealing

e.g. subscription, conversion
DetailsPrice per unit (if applicable)
Ordinary 1/3p shareGrant of share awards-dividend sharesGrant 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.