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:
|
Mark Lawrence
|
|
(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
|
TClarke plc
|
|
(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 TClarke
plc
|
|
(e) Date
dealing undertaken:
|
29 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"
|
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 10p
|
|
|
Interests
|
Short
positions
|
|
|
Number
|
%
|
Number
|
%
|
|
(1) Relevant
securities owned and/or controlled:
|
840,710
|
1.59
|
|
|
|
(2)
Cash-settled derivatives:
|
|
|
|
|
|
(3)
Stock-settled derivatives (including options) and agreements to
purchase/sell:
|
|
|
|
|
|
TOTAL:
|
840,710
|
1.59
|
|
|
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 10p
|
|
Details,
including nature of the rights concerned and relevant
percentages:
|
|
Director
|
Type
|
Number of
Options
|
Date of
Grant
|
Vesting
Date
|
Expiry Date
|
Exercise
price
|
|
Mark Lawrence
|
TClarke
2021 Long Term Incentive Plan
|
301,370
|
16.03.2022
|
16.03.2025
|
16.03.2032
|
Nil
|
|
Mark Lawrence
|
TClarke
2021 Long Term Incentive Plan
|
337,843
|
27.03.2023
|
27.03.2026
|
27.03.2033
|
Nil
|
|
Mark Lawrence
|
TClarke
2021 Long Term Incentive Plan
|
383,478
|
27.03.2024
|
27.03.2027
|
27.03.2034
|
Nil
|
|
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
advisor)
|
Class of
relevant security
|
Purchase/sale
|
Number of
securities
|
Price per
unit
|
|
|
|
|
|
(ii)
Principal trader where the sole reason for the connection is that
the principal trader is in the same group as a connected
advisor
|
Class of
relevant security
|
Purchases/
sales
|
Total number of
securities
|
Highest price
per unit paid/received
|
Lowest price
per unit paid/received
|
|
|
|
|
|
|
(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
|
|
|
|
|
|
|
(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
|
|
|
|
|
|
|
|
|
|
(ii)
Exercise
|
Class of
relevant security
|
Product
description
e.g. call
option
|
Exercising /
exercised against
|
Number of
securities
|
Exercise price
per unit
|
|
|
|
|
|
|
(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 10p
|
Nil cost exercise of options
|
Options settled net of tax and NIC liabilities,
resulting in receipt of 178,828 shares
|
Nil
|
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:
|
30 April 2024
|
|
Contact name:
|
Mark Lawrence
|
|
Telephone number:
|
|
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.