TIDMCMBN

RNS Number : 3540V

Cambian Group PLC

20 July 2018

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:                                                                    Cambian Group 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. 
                                                                                               ------------------ 
 (c) Name of offeror/offeree in relation to whose relevant securities this form relates:        Cambian Group plc 
  Use a separate form for each offeror/offeree 
                                                                                               ------------------ 
 (d) Is the discloser the offeror or the offeree?                                               OFFEREE 
                                                                                               ------------------ 
 (e) Date position held:                                                                        19 July 2018 
  The latest practicable date prior to the disclosure 
                                                                                               ------------------ 
 (f) In addition to the company in 1(c) above, is the discloser making disclosures in respect   NO 
  of any other party to the offer? 
  If it is a cash offer or possible cash offer, state "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:                                                     Ordinary Shares of one pence each 
                                                                                   Interests          Short positions 
                                                                            ----------------------  ------------------ 
                                                                                 Number         %       Number      % 
                                                                            ----------------  ----  -------------  --- 
 (1) Relevant securities owned and/or controlled:                                  Nil          0        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:                                                                          Nil          0        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 
 
 Class of relevant security in relation to which subscription right exists:    Nil 
 Details, including nature of the rights concerned and relevant percentages:   N/A 
                                                                              ---- 
 
   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) Interests in Cambian Group plc securities held by the directors of Cambian Group plc and 
  their close relatives and related trusts 
   Class of relevant securities:           Ordinary shares of 1 pence each 
                Name                Number of Cambian Group   Percentage of issued 
                                      plc securities held        share capital* 
                                   ------------------------  --------------------- 
   Saleem Asaria                           2,027,235                  1.1% 
                                   ------------------------  --------------------- 
   Mike Butterworth                         50,750                   0.03% 
                                   ------------------------  --------------------- 
   F.M. Kemball                            108,199**                 0.06% 
                                   ------------------------  --------------------- 
   Graham Rich                              36,000                   0.02% 
                                   ------------------------  --------------------- 
   Anne Marie Carrie                         4,694                   0.003% 
                                   ------------------------  --------------------- 
 
 
  *Based on 184,198,746 shares in issue as of the date of this form. 
  **F.M. Kemball (spouse of Cambian Group plc director Christopher Kemball) holds the beneficial 
  interest in these shares. Hargreaves Lansdown is the registered owner of these shares. 
 
 
  (b) Awards over Cambian Group plc shares held by directors of Cambian Group plc and their 
  close relatives and related trusts 
   Class of relevant                     Ordinary shares of 1 pence each 
       securities 
          Name              Scheme          Number of        Percentage      Vesting date 
                                           Cambian Group      of issued 
                                            plc shares      share capital* 
                                            under award 
                       ----------------  ---------------  ----------------  ------------- 
                           Long Term 
                           Incentive 
                         Plan ("LTIP")                                       15 February 
     Saleem Asaria            2016           315,402            0.17%            2020 
                       ----------------  ---------------  ----------------  ------------- 
     Saleem Asaria         LTIP 2017         252,178            0.14%        18 July 2020 
                       ----------------  ---------------  ----------------  ------------- 
                                                                              50% vested 
                                                                              on 16 April 
                                                                                 2018 
                          Continuous                                          50% to vest 
                          Option Plan                                         on 16 April 
     Saleem Asaria             I            1,750,936           0.95%            2019 
                       ----------------  ---------------  ----------------  ------------- 
       Anoop Kang          LTIP 2017         252,178            0.14%        18 July 2020 
                       ----------------  ---------------  ----------------  ------------- 
       Anne Marie                                                            15 February 
         Carrie            LTIP 2016         189,241            0.1%             2020 
                       ----------------  ---------------  ----------------  ------------- 
       Anne Marie 
         Carrie            LTIP 2017         151,306            0.08%        18 July 2020 
                       ----------------  ---------------  ----------------  ------------- 
 

*Based on 184,198,746 shares in issue as of the date of this form.

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:    20 JULY 2018 
 Contact name:          Victoria Smithers 
                       ------------------ 
 Telephone number:      020 8735 6190 
                       ------------------ 
 

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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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