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:
M.P. Evans 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:
Use a separate form for each offeror/offeree
M.P. Evans Group PLC
(d) Is the discloser the offeror or the offeree?
Offeree
(e) Date position held:
The latest practicable date prior to the disclosure
4 November 2016
(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 10 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:
3.1 Interests of Directors of M.P. Evans Group PLC in ordinary shares of 10 pence each
Director
Number of Shares
%
Peter Hadsley-Chaplin
1,561,717
2.80
Derek Shaw
333,065
0.60
Philip Fletcher
96,794
0.17
Richard Robinow
96,147
0.17
(1) Standard Life Trustee Company is the registered holder of 349,157 shares as trustee for P E Hadsley-Chaplin Standard Life SIPP, Peter Hadsley-Chaplin's SIPP
(2) Standard Life Trustee Company is the registered holder of 96,794 shares as trustee for P A Fletcher Standard Life SIPP, Philip Fletcher's SIPP
(3) 42,086 shares are held by Emba Holdings Limited Pension Scheme, a trust established for the benefit of Richard Robinow and Phoebe Robinow (Richard Robinow's spouse) and of which Richard Robinow and Phoebe Robinow are the sole trustees
3.2 Rights to subscribe of Directors of M.P. Evans Group PLC for ordinary shares of 10 pence each under the executive share option schemes
Name of holder
Date of grant
Exercise price (pence)
Expiry date
Number of relevant Company shares
Tristan Price
16/11/2007
385.00
16/11/2017
75,000
Tristan Price
24/11/2008
159.50
24/11/2018
75,000
Tristan Price
19/06/2012
483.21
19/06/2022
50,000
Tristan Price
17/01/2013
520.00
17/01/2023
5,750
Tristan Price
17/01/2013
510.00
17/01/2023
44,250
Tristan Price
13/06/2016
410.50
13/06/2026
25,000
3.3 Interests in ordinary shares of 10 pence each of other persons presumed to be acting in concert (each a close relative of a director)
Name
Number of Shares
%
Margaret Hadsley-Chaplin
1,892,254
3.39
Anne Fletcher
1,031,377
1.85
Mark Hadsley-Chaplin
540,000
0.97
Nicholas Fletcher
57,000
0.10
Laura Fletcher
51,561
0.09
David Fletcher
34,245
0.06
Jeremy Robinow
30,000
0.05
Katrina Hadsley-Chaplin
30,000
0.05
Helena Hadsley-Chaplin
30,000
0.05
Ella Hadsley-Chaplin
29,750
0.05
Edward Hadsley-Chaplin
29,000
0.05
Christopher Fletcher
21,150
0.04
Anna Fletcher
15,450
0.03
Candice Fletcher
10,600
0.02
Donna Hadsley-Chaplin
4,500
0.01
Timothy Richmond Fletcher
3,294
0.01
Stella Fletcher
2,131
0.00
(4) James Hay Pensions Trustees Limited is the registered holder of 290,000 shares as nominee for The James Hay Personal Pension Plan Number 5721, Mark Hadsley-Chaplin's SIPP. Ferlim Nominees Limited is the registered holder of 250,000 shares a nominee for Mark Hadsley-Chaplin
(5) Ferlim Nominees Limited is the registered holder of these shares on behalf of the persons named above
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:
7 November 2016
Contact name:
Katya Merrick
Telephone number:
+44 (0)1892 676146
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 atwww.thetakeoverpanel.org.uk.
M.P. Evans Group plc published this content on 07 November 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 07 November 2016 17:00:21 UTC.
Original documenthttp://otp.investis.com/clients/uk/mp_evans_group_plc/rns/regulatory-story.aspx?cid=1346&newsid=815656
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M.P. Evans Group PLC is a United Kingdom-based company, which is a producer of sustainable Indonesian palm oil. The Companyâs segments are distinguished by location and product: Indonesian oil-palm plantation products in Indonesia and Malaysian property development. The Companyâs plantations are spread across five Indonesian provinces: North Sumatra, South Sumatra, Aceh, Bangka-Belitung and East Kalimantan. It owns approximately 42,000 hectares of sustainable oil palm in Indonesia and manages 14,000 hectares on behalf of its scheme smallholders. It also owns six palm-oil mills. The Companyâs wholly owned subsidiaries include M.P. Evans & Co. Limited, Bertam Consolidated Rubber Company Limited, Sunrich Plantations Pte Ltd, Sungkai Holdings Limited, and others.