TIDMANTP
RNS Number : 4701S
Espial (UK) Limited
30 November 2012
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) Identity of the party to the offer making the disclosure: Espial (UK) Limited
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(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is insufficient
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: ANT plc
Use a separate form for each party to the offer
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(d) Is the party to the offer making the disclosure the offeror or the offeree? OFFEROR
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(e) Date position held: 29/11/2012
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(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect NO
of any other party to this offer?
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2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE -
(given that the offeror is a private limited company with no
investments, do we need to fill anything out under sections 2(a)
and (b)?)
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates
Class of relevant security:
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Interests Short positions
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Number % Number %
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(1) Relevant securities owned and/or controlled: 0 - 0 -
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(2) Derivatives (other than options): 0 - 0 -
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(3) Options and agreements to purchase/sell: 0 - 0 -
-------------------------------------------------- -------- ------------- ---
TOTAL: 0 - 0 -
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All interests and all short positions should be disclosed.
Details of any open derivative or option positions, 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
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Details, including nature of the rights concerned and relevant percentages: -
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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.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the party to the offer
making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of
the Code):
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1. Tudor Brown, being a director of the offeree, holding 28,800 ordinary shares representing
approximately 0.1% of the issued share capital of the offeree, has given an irrevocable undertaking
to exercise or procure the exercise of voting rights in respect of those shares in favour
of the scheme of arrangement and the general meeting resolution related to it.
This irrevocable undertaking will only cease to be binding if (i) the scheme document (or
offer document as applicable) is not posted to ANT plc shareholders within 28 days of the
date of the announcement (or such later date as ANT plc and Espial (UK) Limited may, with
the consent of the Panel, agree), (ii) the scheme or any resolution to be proposed at the
related general meeting is not approved by the requisite majority of ANT plc shareholders
at the court meeting or the general meeting respectively, or (iii) the scheme lapses or otherwise
ceases to be capable of becoming effective or is withdrawn or, in the event of the acquisition
proceeding by way of a takeover offer under Part 28 of the Companies Act, upon such offer
being withdrawn or lapsing.
This irrevocable undertaking was procured prior to the announcement of the offeror's firm
intention to make an offer. The value of the possible offer in respect of which the irrevocable
undertaking was procured was 20.5 pence per offeree ordinary share of 5 pence, as referred
to in the irrevocable undertaking.
2. David Kynaston, being a director of the offeree, holding 28,800 ordinary shares representing
approximately 0.1% of the issued share capital of the offeree, has given an irrevocable undertaking
to exercise or procure the exercise of voting rights in respect of those shares in favour
of the scheme of arrangement and the general meeting resolution related to it.
This irrevocable undertaking will only cease to be binding if (i) the scheme document (or
offer document as applicable) is not posted to ANT plc shareholders within 28 days of the
date of the announcement (or such later date as ANT plc and Espial (UK) Limited may, with
the consent of the Panel, agree), (ii) the scheme or any resolution to be proposed at the
related general meeting is not approved by the requisite majority of ANT plc shareholders
at the court meeting or the general meeting respectively, or (iii) the scheme lapses or otherwise
ceases to be capable of becoming effective or is withdrawn or, in the event of the acquisition
proceeding by way of a takeover offer under Part 28 of the Companies Act, upon such offer
being withdrawn or lapsing.
This irrevocable undertaking was procured prior to the announcement of the offeror's firm
intention to make an offer. The value of the possible offer in respect of which the irrevocable
undertaking was procured was 20.5 pence per offeree ordinary share of 5 pence, as referred
to in the irrevocable undertaking.
3. The Employment Benefit Trust Trustee, of the employee benefit trust of the offeree, has
given an irrevocable undertaking to exercise or procure the exercise of voting rights in respect
of 2,705,497 ordinary shares, representing approximately 11.1% of the issued share capital
of the offeree, in favour of the scheme of arrangement and the general meeting resolution
related to it.
This irrevocable undertaking will only cease to be binding if (i) the scheme document (or
offer document as applicable) is not posted to ANT plc shareholders within 28 days of the
date of the announcement (or such later date as ANT plc and Espial (UK) Limited may, with
the consent of the Panel, agree), (ii) the scheme or any resolution to be proposed at the
related general meeting is not approved by the requisite majority of ANT plc shareholders
at the court meeting or the general meeting respectively, or (iii) the scheme lapses or otherwise
ceases to be capable of becoming effective or is withdrawn or, in the event of the acquisition
proceeding by way of a takeover offer under Part 28 of the Companies Act, upon such offer
being withdrawn or lapsing.
This irrevocable undertaking was procured prior to the announcement of the offeror's firm
intention to make an offer. The value of the possible offer in respect of which the irrevocable
undertaking was procured was 20.5 pence per offeree ordinary share of 5 pence, as referred
to in the irrevocable undertaking.
4. Richard Farleigh, holding 4,039,767 shares representing approximately 16.6% of the issued
share capital of the offeree, has given an irrevocable undertaking to exercise or procure
the exercise of voting rights in respect of those shares in favour of the scheme of arrangement
and the general meeting resolution related to it.
The irrevocable undertaking received from Richard Farleigh will only cease to be binding if
(i) the scheme document (or offer document as applicable) is not posted to ANT plc shareholders
within 28 days of the date of this announcement (or such later date as ANT plc and Espial
(UK) Limited may, with the consent of the Panel, agree), (ii) the scheme or any resolution
to be proposed at the related general meeting is not approved by the requisite majority of
ANT plc shareholders at the court meeting or the general meeting respectively, or (iii) the
scheme lapses or otherwise ceases to be capable of becoming effective or is withdrawn or,
in the event of the acquisition proceeding by way of a takeover offer under Part 28 of the
Companies Act, upon such offer being withdrawn or lapsing.
This irrevocable undertaking was procured prior to the announcement of the offeror's firm
intention to make an offer. The value of the possible offer in respect of which the irrevocable
undertaking was procured was 20.5 pence per offeree ordinary share of 5 pence, as referred
to in the irrevocable undertaking.
5. Kestrel Partners LLP, holding 3,133,527 shares representing approximately 12.9% of the
issued share capital of the offeree, has given an irrevocable undertaking to exercise or procure
the exercise of voting rights in respect of those shares in favour of the scheme of arrangement
and the general meeting resolution related to it.
The irrevocable undertaking received from Kestrel will only cease to be binding if (i) the
scheme document (or offer document as applicable) is not posted to ANT plc shareholders within
28 days of the date of this announcement (or such later date as ANT plc and Espial (UK) Limited
may, with the consent of the Panel, agree), (ii) the scheme or any resolution to be proposed
at the related general meeting is not approved by the requisite majority of ANT plc shareholders
at the court meeting or the general meeting respectively, or (iii) the scheme lapses or otherwise
ceases to be capable of becoming effective or is withdrawn or, in the event of the acquisition
proceeding by way of a takeover offer under Part 28 of the Companies Act, upon such offer
being withdrawn or lapsing.
This irrevocable undertaking was procured prior to the announcement of the offeror's firm
intention to make an offer. The value of the possible offer in respect of which the irrevocable
undertaking was procured was 20.5 pence per offeree ordinary share of 5 pence, as referred
to in the irrevocable undertaking.
6. Foresight VCT plc, holding 1,986,596 shares representing approximately 8.2% of the issued
share capital of the offeree, has given an irrevocable undertaking to exercise or procure
the exercise of voting rights in respect of those shares in favour of the scheme of arrangement
and the general meeting resolution related to it.
The irrevocable undertaking received from Foresight will only cease to be binding if (i) the
scheme document (or offer document as applicable) is not posted to ANT plc shareholders within
28 days of the date of this announcement (or such later date as ANT plc and Espial (UK) Limited
may, with the consent of the Panel, agree), (ii) the scheme or any resolution to be proposed
at the related general meeting is not approved by the requisite majority of ANT plc shareholders
at the court meeting or the general meeting respectively, (iii) the scheme lapses or otherwise
ceases to be capable of becoming effective or is withdrawn or, in the event of the acquisition
proceeding by way of a takeover offer under Part 28 of the Companies Act, upon such offer
being withdrawn or lapsing, or (iv) a competing offer for the entire issued share capital
of ANT plc is announced by a third party under Rule 2.7 of the City Code, the offer price
of which is equal to or greater than 22.5 pence per ordinary share of ANT plc.
This irrevocable undertaking was procured prior to the announcement of the offeror's firm
intention to make an offer. The value of the possible offer in respect of which the irrevocable
undertaking was procured was 20.5 pence per offeree ordinary share of 5 pence, as referred
to in the irrevocable undertaking.
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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 of any person acting in
concert with the party to the offer making the disclosure:
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In the circumstances it hasn't been practicable for Espial (UK) Limited to make enquiries
of all its concert parties in advance of receiving this OPD, and therefore this disclosure
may not include all the relevant details in respect of Espial (UK) Limited's concert parties.
Such further enquiries are now being made and a final version of the announcement will be
published as soon as possible and in any event within ten days (except with the consent of
the Panel). For the avoidance of doubt, if no such update is published, that should be taken
to mean that there are no interests to disclose.
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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 3 for each additional class of
relevant security.
Details of any open derivative or option positions, 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:
If there are no such agreements, arrangements or understandings, state "none"
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None
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(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"
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None
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
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Supplemental Form 8 (SBL) NO
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Date of disclosure: 30/11/12
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Contact name: Carl Smith
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Telephone number: +1 613 294 2076
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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 dealing 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
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