RNS Number : 4052L
Centaur Media PLC
19 April 2024
 

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:

Centaur Media 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.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Centaur Media plc

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

18 April 2024

(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"

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:

 

10p Ordinary

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

0

0

0

0

(2) Cash-settled derivatives:

 

0

0

0

0

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

0

0

0

0

 

     TOTAL:

0

0

0

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

 

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

None

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

None

 

 

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) Ordinary shares held by the directors of Centaur Media plc ("Centaur"), their close relatives and related trusts:

 

Person

 

Number of Centaur shares

 

% of Centaur issued share capital (excluding treasury shares)






Colin Jones*


266,235


0.18%

Simon Longfield*


349,785


0.23%

Rina Mukerji**


621,582


0.42%

Swagatam Mukerji*


553,655


0.37%

TOTAL


1,791,257

 

1.22%

* Director of Centaur

** Close relative of director of Centaur

 

(b) Options and awards granted under Centaur's share plans held by the directors of Centaur

 

Centaur Long Term Incentive Plan:

 

Centaur director

 

Number of Centaur shares awarded*

 

Date of award

 

Date (expected) of vesting

 

Exercise period and price (£) **

2021 LTIP awards

Simon Longfield


451,898


25 March 2021


25 March 2024


6 months / £0.00

Swagatam Mukerji


826,329


25 March 2021


25 March 2024


6 months / £0.00

2022 LTIP awards

Simon Longfield


416,667


24 March 2022


24 March 2025


6 months / £0.00

Swagatam Mukerji


700,417


24 March 2022


24 March 2025


6 months / £0.00

2023 LTIP awards

Simon Longfield


408,163


12 April 2023


12 April 2026


6 months / £0.00

Swagatam Mukerji


686,122


12 April 2023


12 April 2026


6 months / £0.00

TOTAL LTIP AWARDS OUTSTANDING

Simon Longfield

 

1,276,728







Swagatam Mukerji

2,212,868







 

* Under the Centaur LTIP, a maximum number of Centaur shares are granted on the date of grant and which vest in accordance with performance conditions as further set out in Centaur's annual report for the financial year ended 31 December 2023.

** In addition to an exercise period of 6 months, each award is subject to a holding period of 2 years from the date of vesting during which a participant will not sell or otherwise transfer or dispose of any of their vested shares under such award.

 

Centaur Deferred Share Bonus Plan:

 

Centaur director

 

Number of Centaur shares awarded*

 

Date of award

 

Date (expected) of vesting

 

Exercise period and price (£) **

Simon Longfield


39,172


12 May 2022


24 March 2025


6 months / £0.00

Swagatam Mukerji


21,421


12 May 2022


24 March 2025


6 months / £0.00

 

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:

19 April 2024

Contact name:

Simon Longfield, CFO

Telephone number:

+44 (0) 20 7970 4000

 

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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