REG - REA Group Ltd - Form 8 (OPD) - REA Group Ltd

Bayer AGAnnouncement

16/09/2024 12:45

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240916:nRSP3438Ea&default-theme=true

RNS Number : 3438E  REA Group Ltd  16 September 2024

 

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:                                                     REA Group Ltd
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 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  REA Group Ltd
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                Offeror
 (e) Date position held:                                                         13 September 2024

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          Yes - Rightmove plc
 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:                                          Ordinary shares of no par value

                                                                      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  Nil       -         Nil       -
 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 which subscription right exists:   None
 Details, including nature of the rights concerned and relevant percentages:  None

 

 

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:

 Directors of REA Group Ltd and their connected persons

 (a) Interests held by directors of REA Group Ltd and their connected persons:

Name                  Number of ordinary shares held*  Percentage of total issued share capital (to two decimal places)
 Hamish McLennan       1,095(1)                         0.00
 Owen Wilson           55,202(2)                        0.04
 Nick Dowling          756(3)                           0.00
 Tracey Fellows        3,386                            0.00
 Richard Freudenstein  1,470(4)                         0.00
 Jennifer Lambert      400(5)                           0.00
 Kelly Bayer Rosmarin  146(6)                           0.00

*Unless otherwise indicated, ordinary shares are held legally and beneficially
 by the relevant director.

 (1) Held by Linyanti Holdings Pty Limited.

 (2) 38,074 ordinary shares are held by Owen and Liesl Wilson ATF Blue Chip
 Investment Trust and the remaining 17,128 ordinary shares are held legally and
 beneficially by Owen Wilson.

 (3) Held jointly by Nicholas John Dowling & Lucy Emma Elizabeth Watts
 (spouse).

 (4) Held by Ansime Pty Ltd ATF R & JF Superannuation Fund.

 (5) Held by J. Lambert & T. Evans ATF Evans Family Superannuation Fund.

 (6) Held by Bayros Holdings Pty Limited ATF The Bayros Family Trust.

 (b) Interests held as options or awards under the incentive plans of REA Group
 Ltd by the directors thereof:

 Owen Wilson

Scheme under which granted               Number of ordinary shares in respect of which options granted  Date of grant  Exercise price per share (A$)  Vesting date  Expiry / lapse date
 LTI Plan 2025                            19,931 performance rights                                      16/12/2022     Nil                            August 2025   Will lapse to the extent not vested
 LTI Plan 2026                            17,700 performance rights                                      01/12/2023     Nil                            August 2026   Will lapse to the extent not vested
 Deferred Share Plan (FY23 Deferred STI)  1,263 restricted ordinary shares                               24/08/2023     Nil                            August 2025   Will lapse to the extent not vested
 Deferred Share Plan (FY24 Deferred STI)  3,153 restricted ordinary shares                               19/08/2024     Nil                            August 2026   Will lapse to the extent not vested

 

 Companies which control REA Group Ltd

Name                        Number of ordinary shares  Percentage of issued share capital (to two decimal places)
 News Australia Pty Limited  81,141,397                 61.42

 

 Connected advisers

Name                Number of ordinary shares  Percentage of issued share capital (to two decimal places)
 DBX Advisors LLC¹   65,765                     0.05

 

 ¹ DBX Advisors LLC is a group company of Deutsche Bank AG. Deutsche Bank AG,
 acting through its London branch, is acting as financial adviser to REA Group
 Ltd.

*Unless otherwise indicated, ordinary shares are held legally and beneficially
by the relevant director.

 

(1) Held by Linyanti Holdings Pty Limited.

(2) 38,074 ordinary shares are held by Owen and Liesl Wilson ATF Blue Chip
Investment Trust and the remaining 17,128 ordinary shares are held legally and
beneficially by Owen Wilson.

(3) Held jointly by Nicholas John Dowling & Lucy Emma Elizabeth Watts
(spouse).

(4) Held by Ansime Pty Ltd ATF R & JF Superannuation Fund.

(5) Held by J. Lambert & T. Evans ATF Evans Family Superannuation Fund.

(6) Held by Bayros Holdings Pty Limited ATF The Bayros Family Trust.

 

(b) Interests held as options or awards under the incentive plans of REA Group
Ltd by the directors thereof:

 

Owen Wilson

 

 Scheme under which granted               Number of ordinary shares in respect of which options granted  Date of grant  Exercise price per share (A$)  Vesting date  Expiry / lapse date
 LTI Plan 2025                            19,931 performance rights                                      16/12/2022     Nil                            August 2025   Will lapse to the extent not vested
 LTI Plan 2026                            17,700 performance rights                                      01/12/2023     Nil                            August 2026   Will lapse to the extent not vested
 Deferred Share Plan (FY23 Deferred STI)  1,263 restricted ordinary shares                               24/08/2023     Nil                            August 2025   Will lapse to the extent not vested
 Deferred Share Plan (FY24 Deferred STI)  3,153 restricted ordinary shares                               19/08/2024     Nil                            August 2026   Will lapse to the extent not vested

 

Companies which control REA Group Ltd

 

 Name                        Number of ordinary shares  Percentage of issued share capital (to two decimal places)
 News Australia Pty Limited  81,141,397                 61.42

 

Connected advisers

 

 Name                Number of ordinary shares  Percentage of issued share capital (to two decimal places)
 DBX Advisors LLC¹   65,765                     0.05

 

¹ DBX Advisors LLC is a group company of Deutsche Bank AG. Deutsche Bank AG,
acting through its London branch, is acting as financial adviser to REA Group
Ltd.

 

 

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:  16 September 2024
 Contact name:        Alice Bennett, Investor Relations / Angus Urquhart, Corporate Affairs
 Telephone number:    +61 409 037 726 / +61 437 518 713

 

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
(http://www.thetakeoverpanel.org.uk) .

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  FEEUNVKRSRUKARR