Networkers International PLC Form 8 (OPD) Networkers International plc (4146F)
February 20 2015 - 2:00AM
UK Regulatory
TIDMNWKI TIDMMTEC
RNS Number : 4146F
Networkers International PLC
20 February 2015
FORM 8 (OPD)
AMENDMENT - CHANGE TO SECTION 3
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: Networkers International 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 Networkers International PLC
relates:
Use a separate form for each offeror/offeree
-----------------------------
(d) Is the discloser the offeror or the offeree? OFFEREE
-----------------------------
(e) Date position held: 19 February 2015
The latest practicable date prior to the disclosure
-----------------------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures in NO
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 1 pence each
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: 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:
3(a) Shares held by directors of Networkers International PLC
Director Number of Networkers Percentage of
International PLC existing issued
ordinary shares of share capital
1 pence each
Nigel Wray* 15,600,764 18.6%
--------------------- -----------------
Spencer Manuel 13,101,535 15.6%
--------------------- -----------------
Jonathan Plassard 13,099,927 15.6%
--------------------- -----------------
William Astor 2,582,307 3.1%
--------------------- -----------------
Neville Goodman 1,266,977 1.5%
--------------------- -----------------
*Amended to include 1,471,500 shares held by a close relative which was not disclosed in the
scheme circular despatched to shareholders of Networkers International PLC on 12 February
2015.
3(b) Share options held by directors of Networkers International PLC
Director Number of Networkers Exercise Vesting Date
International Price
PLC ordinary
shares of 1
pence each
William Astor 50,000 31.5p 12 October 2007
--------------------- --------- ----------------
Further details of the terms of share options are disclosed in the annual report and accounts
which are available on the Networkers International PLC website.
3(c) Shares held by the trustee of the Networkers International PLC Employee Share Ownership
Trust
Trustee Number of Networkers Percentage of
International PLC existing issued
ordinary shares of share capital
2 pence each
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: 20 February 2015
Contact name: Jon Plassard, CFO
------------------
Telephone number: 020 8315 9000
------------------
Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service and must also be emailed to the
Takeover Panel at monitoring@disclosure.org.uk. 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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