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:
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Bellway
p.l.c.
|
|
(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
|
Bellway
p.l.c.
|
|
(d) Is the discloser the
offeror or the offeree?
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Offeror
|
|
(e) Date position
held:
The latest practicable date
prior to the disclosure
|
24 June
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"
|
Yes - Crest
Nicholson Holdings plc
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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
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Class of relevant
security:
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Ordinary
|
|
|
Interests
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Short
positions
|
|
Number
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%
|
Number
|
%
|
|
(1) Relevant securities owned
and/or controlled:
|
Nil
|
-
|
Nil
|
-
|
|
(2) Cash-settled
derivatives:
|
Nil
|
-
|
Nil
|
-
|
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
Nil
|
-
|
Nil
|
-
|
|
TOTAL:
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Nil
|
-
|
Nil
|
-
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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
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Class of relevant security in
relation to which subscription right exists:
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N/A
|
|
Details, including nature of
the rights concerned and relevant percentages:
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N/A
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3. POSITIONS
OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE
DISCLOSURE
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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 held by directors of Bellway p.l.c. and their close
relatives and related trusts
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Name
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No. of ordinary
shares†
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Percentage of total issued
share capital*
|
|
Ian
McHoul
|
2,000
|
0.00
|
|
Jason
Honeyman
|
38,1861
|
0.03
|
|
Jill
Caseberry
|
470
|
0.00
|
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John
Tutte
|
20,0002
|
0.01
|
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Keith
Adey
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80,2183
|
0.06
|
|
Sarah
Whitney
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1,131
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0.00
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* Figures are truncated at two decimal places.
†
Unless stated otherwise,
ordinary shares are held legally and beneficially by the relevant
director.
1 1,000 ordinary shares
are legally and beneficially held by Jason Honeyman. The remaining
37,186 ordinary shares are legally and beneficially held by Joanne
Honeyman (spouse of Jason Honeyman).
2 All 20,000 ordinary
shares are legally and beneficially held by Mary Tutte (spouse of
John Tutte).
3 1,439 ordinary shares
are legally and beneficially held by Keith Adey. The remaining
78,779 ordinary shares are legally and beneficially held by Jayne
Adey (spouse of Keith Adey).
(b)
Interests held as options or awards under the share plans of
Bellway p.l.c. by
the
directors of Bellway p.l.c. and their close relatives and related
trusts who
are not
exempt principal traders for the purposes of Rule 8 of the
Code
|
Name
|
Share Plan under which option
or award was granted
|
No. of ordinary shares in
Bellway plc under option or subject to award
|
Date of
grant
|
Exercise
price
|
Vesting
date
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Expiry date
|
|
Jason
Honeyman
|
Long-Term
Incentive Plan1
|
33,216
|
26 October
2021
|
Nil
|
26 October
2024
|
26 October
2031
|
|
64,901
|
11 November
2022
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Nil
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11 November
2025
|
11 November
2032
|
|
75,036
|
24 October
2023
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Nil
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24 October
2026
|
24 October
2033
|
|
Savings
Related Share Option Schemes
|
1,935
|
7 December
2022
|
1,550p
|
1 February
2028
|
1 August
2028
|
|
Keith
Adey
|
Long-Term
Incentive Plan1
|
19,304
|
26 October
2021
|
Nil
|
26 October
2024
|
26 October
2031
|
|
39,604
|
11 November
2022
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Nil
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11 November
2025
|
11 November
2032
|
|
45,789
|
24 October
2023
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Nil
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24 October
2026
|
24 October
2033
|
|
Savings
Related Share Option Schemes
|
1,161
|
7 December
2022
|
1,550p
|
1 February
2026
|
1 August
2026
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1
The degree to which these Long-Term Incentive Plan
awards vest depends on performance targets measured over a
three-year period. Further details are set out in Bellway
p.l.c.'s annual report and accounts for the year ended 31 July 2023
(https://www.bellwayplc.co.uk/media/2643/bellway_ar23_web.pdf)
|
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
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(c)
Attachments
Are
any Supplemental Forms attached?
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Supplemental Form 8 (Open
Positions)
|
No
|
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Supplemental Form 8
(SBL)
|
No
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Date of disclosure:
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25 June
2024
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Contact name:
|
Simon
Scougall, Group General Counsel and Company Secretary
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Telephone number:
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0191 217 0717
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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.