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”)
Amendment: This form amends RNS 5912P published at 12 noon on 11 December 2024. Please refer to section 3A.
1. KEY INFORMATION
| (a) Full name of discloser: | Renewi 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 | Renewi plc |
| (d) Is the discloser the offeror or the offeree? | OFFEREE |
| (e) Date position held: The latest practicable date prior to the disclosure | 12 March 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 £1.00 each par value | |||
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | Nil | 0 | Nil | 0 |
| (2) Cash-settled derivatives: | Nil | 0 | Nil | 0 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0 | Nil | 0 |
TOTAL: | Nil | 0 | Nil | 0 |
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: | Nil |
| 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) Holdings of directors of Renewi plc:
| Name | Number of Ordinary Shares held | Percentage of total issued share capital (to two decimal places) | Beneficial Owner/ Controller |
| Otto de Bont | 391,907 | 0.48 | Otto de Bont |
| Annemieke den Otter | 87,240 | 0.10 | Annemieke den Otter |
| Luc Sterckx | 28,500 | 0.03 | Luc Sterckx and Christine Stymans* |
| Total: | 507,647 | 0.63 |
*Close relative of Luc Sterckx
a) Options and awards held by directors of Renewi plc:
| Name | Number of Renewi shares awarded | Date of grant | Date of vesting | Date of expiry | Exercise price |
| Deferred Annual Bonus Plan | |||||
| Otto de Bont | 16,272 | 22 June 2020 | 22 June 2025 | 22 June 2025 | Nil |
| 22,798 | 16 June 2022 | 16 June 2025 | 16 June 2025 | Nil | |
| 24,241 | 19 June 2023 | 19 June 2026 | 19 June 2026 | Nil | |
| 14,644 | 5 June 2024 | 5 June 2027 | 5 June 2027 | Nil | |
| Annemieke den Otter | 18,302 | 19 June 2023 | 19 June 2026 | 19 June 2026 | Nil |
| 12,438 | 5 June 2024 | 5 June 2027 | 5 June 2027 | Nil | |
| Name | Number of Renewi shares awarded | Date of grant | Date of vesting | Date of expiry | Exercise price |
| LTIP | |||||
| Otto de Bont | 94,931 | 16 June 2022 | 16 June 2025 | 16 June 2025 | Nil |
| 136,590 | 19 June 2023 | 19 June 2026 | 19 June 2026 | Nil | |
| 109,831 | 5 June 2024 | 5 June 2027 | 5 June 2027 | Nil | |
| Annemieke den Otter | 20,432 | 16 June 2022 | 16 June 2025 | 16 June 2025 | Nil |
| 92,814 | 19 June 2023 | 19 June 2026 | 19 June 2026 | Nil | |
| 74,630 | 5 June 2024 | 5 June 2027 | 5 June 2027 | Nil | |
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: | 13 March 2025 |
| Contact name: | Ute Ball |
| Telephone number: | 020 3991 2544 |
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.
