Form 8 (OPD) Spectris plc.


    18 June 2025 16:24:35
  • Source: Sharecast
RNS Number : 4497N
Spectris PLC
18 June 2025
 

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:

SPECTRIS 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

SPECTRIS PLC

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

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

18 JUNE 2025

(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:

 

Ordinary Shares of 5 pence each

 

 

Interests

Short positions

Number

%

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:

NIL

-

NIL

-

 

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:

N/A

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 held by the directors of Spectris plc, their close relatives and related trusts

 

Name

No. of ordinary shares in Spectris plc

Percentage of total issued share capital (excluding treasury shares) (to 2 d.p.)

Alison Henwood

2,019

0.00

Andrew Heath (and close relative)

111,122

0.11

Angela Noon (and close relative)

4,666

0.00

Cathy Turner

2,660

0.00

Derek Harding (and close relative)

57,664

0.06

Kjersti Wiklund

3,500

0.00

Mandy Gradden

7,898

0.01

Mark Williamson

31,540

0.03

Nick Anderson

2,120

0.00

 

 

(b)  Interests held as options or awards under the share plans of Spectris plc by the directors of Spectris plc and their close relatives and related trusts

 

Name

No. of ordinary shares in Spectris plc under option or subject to award

Share plan under which option or award was granted

Date of grant

Exercise price (per share) (£)

Vesting date

Expiry date

Andrew Heath

44,239

LTIP ("LTIP") (no longer subject to performance conditions)

17/03/2021

0.05

Awards are vested.

March 2031

31,600

LTIP (no longer subject to performance conditions)

17/03/2022

0.05*

Awards are vested.

March 2032

11,666

Deferred Bonus Plan ("DBP")

16/03/2023

0.05

March 2026

March 2033

16,376

DBP

28/03/2024

0.05

March 2027

March 2034

7,755

DBP

06/03/2025

0.05

March 2028

March 2035

55,581

LTIP (subject to performance conditions)

16/03/2023

0.05

March 2026

March 2033

63,953

LTIP (subject to performance conditions)

28/03/2024

0.05*

March 2027

March 2034

80,015

LTIP (subject to performance conditions)

06/03/2025

0.05

March 2028

March 2035

Angela Noon

1,706

DBP

06/03/2025

0.05

March 2028

March 2035

281

Buy Out Awards (granted in respect of DBP awards)

06/09/2024

0.05

July 2025

September 2034

3,892

Buy Out Awards (granted in respect of deferred shares part of bonus)

06/09/2024

0.05

September 2027

September 2034

1,921

Buy Out Awards (granted in respect of deferred shares part of bonus)

06/09/2024

0.05

September 2027

September 2034

41,578

LTIP (subject to performance conditions)

06/09/2024

0.05*

September 2027

September 2034

52,826

LTIP (subject to performance conditions)

06/03/2025

0.05

March 2028

March 2035

13,546

Buy Out Awards (granted in respect of LTIP awards, subject to performance conditions)

06/09/2024

0.05

September 2025

September 2034

13,688

Buy Out Awards (granted in respect of the LTIP awards, subject to performance conditions)

06/09/2024

0.05

July 2026

September 2034

Derek Harding

34,448

LTIP (no longer subject to performance conditions)

17/03/2021

0.05

Awards are vested.

March 2031

24,605

LTIP (no longer subject to performance conditions)

17/03/2022

0.05*

Awards are vested.

March 2032

7,201

DBP

16/03/2023

0.05

March 2026

March 2033

11,651

DBP

28/03/2024

0.05

March 2027

March 2034

5,484

DBP

06/03/2025

0.05

March 2028

March 2035

40,857

LTIP (subject to performance conditions)

16/03/2023

0.05

March 2026

March 2033

45,214

LTIP (subject to performance conditions)

28/03/2024

0.05*

March 2027

March 2034

56,581

LTIP (subject to performance conditions)

06/03/2025

0.05

March 2028

March 2035

 

* These LTIP awards are linked to a grant of market value share options (Linked Awards). No additional gross value can be delivered from the exercise of the Linked Awards.

 

 

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:

18 June 2025

Contact name:

Rebecca Dunn, Head of Corporate Affairs

Telephone number:

+44 74 6467 7320

 

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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