PREMIER FARNELL PLC
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: Premier Farnell plc ("Premier
Farnell")
(b) Owner or controller of interests and short N/A
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 Premier Farnell plc
relevant securities this form relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? Offeree
(e) Date position held: 13 JUNE 2016
The latest practicable date prior to the
disclosure
(f) In addition to the company in 1(c) above, is N/A
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"
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: Premier Farnell plc ordinary shares of 5p each
Interests Short positions
Number % Number %
(1) Relevant securities owned and/ NIL - NIL -
or controlled:
(2) Cash-settled derivatives: NIL - NIL -
(3) Stock-settled derivatives NIL - NIL -
(including options) and agreements
to purchase/sell:
NIL - NIL -
TOTAL:
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 Nil
which subscription right exists:
Details, including nature of the rights N/A
concerned and relevant percentages:
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) Director's beneficial holdings of ordinary shares of 5p each in Premier
Farnell
Name Number of ordinary shares in Percentage of issued ordinary
Premier Farnell plc share capital in Premier
Farnell (per cent.)
Val Gooding 19,903 0.0053
Paul Withers 70,000 0.188
Thomas Reddin 15,000 0.004
Peter Ventress 15,000 0.004
Gary Hughes 10,500 0.002
Geraint Anderson -
Jos Opdeweegh -
b) Director share options and share awards each in Premier Farnell plc
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).
(i) Options and awards held by Jos Opdeweegh
Performance Share Plan (PSP)
Grant date Vesting Date subject Subscription Price Outstanding
to performance (pence)
conditions (where
applicable) (year
ending 31 January)
683,544 11/04/2019 - 683,544
Executive Share Option Plan (ESOP)
Grant date Vesting Date subject Subscription Price Outstanding
to performance (pence)
conditions (where
applicable) (year
ending 31 January)
683,544 11/04/2019 118.5p 683,544
c) Interests and short positions in ordinary shares of Premier Farnell's
advisers/persons acting in concert with Premier Farnell
(i) Barclays Plc
Class of relevant security: Premier Farnell plc ordinary shares of 5p each
Interests Short positions
Number % Number %
(1) Relevant securities owned NIL - NIL -
and/or controlled:
(2) Cash-settled derivatives: NIL - NIL -
(3) Stock-settled derivatives NIL - NIL -
(including options) and
agreements to purchase/sell:
NIL - NIL -
TOTAL:
(ii) Jefferies International Limited
Class of relevant security: Premier Farnell plc ordinary shares of 5p each
Interests Short positions
Number % Number %
(1) Relevant securities owned NIL - NIL -
and/or controlled:
(2) Cash-settled derivatives: NIL - NIL -
(3) Stock-settled derivatives NIL - NIL -
(including options) and
agreements to purchase/sell:
NIL - NIL -
TOTAL:
(iii) Premier Farnell Corp Master Pension Fund
Class of relevant security: Premier Farnell plc ordinary shares of 5p each
Interests Short positions
Number % Number %
(1) Relevant securities owned 2,322,998 0.625 NIL -
and/or controlled:
(2) Cash-settled derivatives: NIL - NIL -
(3) Stock-settled derivatives NIL - NIL -
(including options) and
agreements to purchase/sell:
2,322,998 - NIL -
TOTAL:
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: 1 JULY 2016
Contact name: Steven Webb
Group Company Secretary and General Counsel
Telephone number: +44 (0)113 348 4514
Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service and must also be emailed to the Takeover Panel at
monitoring@disclosure.org.uk . 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 .
PREMIER FARNELL : Form 8 (OPD) - Premier Farnell plc
July 01, 2016 at 09:09 am EDT
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