TIDMDLC
RNS Number : 3461Z
Delcam PLC
05 February 2014
DELCAM PLC
Share dealings
by directors and employee benefit trust
in relation to share option and incentive plans
It was announced on 4 February 2014 that the Court had
sanctioned the scheme of arrangement under Part 26 of the Companies
Act 2006 in order to effect the recommended acquisition of Delcam
plc ("Delcam") by Autodesk Development B.V. ("the Scheme").
Following such sanction certain awards and options over, in
aggregate, 578,963 ordinary shares of 10p each in Delcam ("Delcam
Shares") were exercised by Directors and employees of Delcam and
satisfied by i) the transfer of 101,386 Delcam Shares to the
relevant Directors by Delcam Trustees Limited from the employee
benefit trust; and ii) by the issue of, in aggregate, 477,577 new
Delcam Shares to the relevant Directors and employees. In addition
certain Delcam Shares held by Delcam Trustees Limited have been
allocated to satisfy awards of shares under the Delcam Approved
Employee Share Option Planto certain Directors and employees of
Delcam. Details of such options, awards and allocations are
summarised in this announcement and (insofar as they relate to
Directors and to Delcam Trustees Limited) are the subject of
separate announcements today in relation to each such Director and
Delcam Trustees Limited under Rule 8 of the City Code on Takeovers
and Mergers (the "City Code").
On 4 February 2014 the following awards were exercised by
Directors under the Delcam Performance Share Plan:
Award Holder Date of Award No. of Delcam Shares
--------------- ----------------- ---------------------
Bart Simpson 2 February 2012 9,000
--------------- ----------------- ---------------------
Bart Simpson 7 January 2013 6,500
--------------- ----------------- ---------------------
Clive Martell 2 February 2012 12,000
--------------- ----------------- ---------------------
Clive Martell 7 January 2013 8,500
--------------- ----------------- ---------------------
Kulwant Singh 2 February 2012 9,000
--------------- ----------------- ---------------------
Kulwant Singh 7 January 2013 6,500
--------------- ----------------- ---------------------
Steven Hobbs 2 February 2012 9,000
--------------- ----------------- ---------------------
Steven Hobbs 7 January 2013 6,500
--------------- ----------------- ---------------------
Total 67,000
---------------------------------- ---------------------
All of these awards are satisfied by the transfer of shares (on
4 February) by Delcam Trustees Limited from the employee benefit
trust.
Also on 4 February 2014 the following options were exercised by
Directors under the Second Delcam Plc Company Share Option
Scheme:
Option Holder Date of Grant No. of Delcam Exercise Aggregate
Shares Price per Exercise
share Price
GBP GBP
--------------- --------------- -------------- ----------- -----------
Bart Simpson 1 March 2009 13,334 2.30 30,668.20
--------------- --------------- -------------- ----------- -----------
Bart Simpson 11 March 2010 20,000 2.10 42,000.00
--------------- --------------- -------------- ----------- -----------
Clive Martell 11 March 2010 26,667 2.10 56,000.70
--------------- --------------- -------------- ----------- -----------
Kulwant Singh 11 March 2010 20,000 2.10 42,000.00
--------------- --------------- -------------- ----------- -----------
Steven Hobbs 11 March 2010 20,000 2.10 42,000.00
--------------- --------------- -------------- ----------- -----------
Total 100,001 212,668.90
-------------------------------- -------------- ----------- -----------
Of these, the following elements of those options were satisfied
by the transfer of shares (on 4 February) by Delcam Trustees
Limited from the employee benefit trust:
Option Holder Date of Grant No. of Delcam Exercise Aggregate
Shares Price per Exercise
share Price
GBP GBP
--------------- --------------- -------------- ----------- ----------
Clive Martell 11 March 2010 14,386 2.10 30,210.60
--------------- --------------- -------------- ----------- ----------
Kulwant Singh 11 March 2010 20,000 2.10 42,000.00
--------------- --------------- -------------- ----------- ----------
Total 34,386 72,210.60
-------------------------------- -------------- ----------- ----------
The balance was satisfied by the allotment to the relevant
Director (on 4 February 2014) of a total of 65,615 new ordinary
shares in Delcam. In addition, on the same date a further 411,962
new ordinary shares in Delcam were allotted pursuant to the
exercise of options and awards by non-Director employees of
Delcam.
Finally, on 4 February 2014, a total of 1190 shares in Delcam
was allocated by Delcam Trustees Limited to satisfy the following
awards of partnership and matching shares to Directors under the
Delcam Approved Employee Share Option Plan:
Award Holder Nature of Award No. of Delcam Amount accumulated
Shares per share
GBP
------------------ ----------------- -------------- -------------------
Partnership
Bart Simpson Shares 85 14.065
------------------ ----------------- -------------- -------------------
Bart Simpson Matching Shares 8 0
------------------ ----------------- -------------- -------------------
Bart Simpson PRP Shares 145 20.631
------------------ ----------------- -------------- -------------------
Partnership
Clive Martell Shares 85 14.065
------------------ ----------------- -------------- -------------------
Clive Martell Matching Shares 8 0
------------------ ----------------- -------------- -------------------
Clive Martell PRP Shares 145 20.631
------------------ ----------------- -------------- -------------------
Partnership
Kulwant Singh Shares 85 14.065
------------------ ----------------- -------------- -------------------
Kulwant Singh Matching Shares 8 0
------------------ ----------------- -------------- -------------------
Kulwant Singh PRP Shares 145 20.631
------------------ ----------------- -------------- -------------------
Partnership
Steven Hobbs Shares 85 14.065
------------------ ----------------- -------------- -------------------
Steven Hobbs Matching Shares 8 0
------------------ ----------------- -------------- -------------------
Steven Hobbs PRP Shares 145 20.631
------------------ ----------------- -------------- -------------------
Partnership
Edward Lambourne Shares 85 14.065
------------------ ----------------- -------------- -------------------
Edward Lambourne Matching Shares 8 0
------------------ ----------------- -------------- -------------------
Edward Lambourne PRP Shares 145 20.631
------------------ ----------------- -------------- -------------------
Total 1190
------------------------------------- -------------- -------------------
Note that capitalised terms used in this announcement but not
defined have the same meaning as in the Scheme Document.
Enquiries:
Delcam +44 (0) 121 766 5544
Kulwant Singh, Finance Director
Numis (financial adviser, NOMAD and corporate broker to Delcam) +44 (0) 20 7260 1000
Simon Willis
Freddie Barnfield
Rupert Krefting (corporate broking)
Biddicks (PR adviser to Delcam) +44 (0) 20 3178 6378
Katie Tzouliadis
Deborah Walter
Alex Shilov
Numis, which is authorised and regulated by the Financial
Conduct Authority, is acting for Delcam and for no-one else in
connection with the contents of this announcement and will not be
responsible to anyone other than Delcam for providing the
protections afforded to clients of Numis, or for providing advice
in connection with the matters set out in this announcement or any
matters referred to herein. To the fullest extent permitted by
applicable law and regulation, Numis, its affiliates, directors,
employees and/or agents expressly disclaim any and all liability
relating or resulting from the use of all or any part of this
announcement or any of the information contained herein.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or an invitation to purchase any securities or the
solicitation of an offer to buy any securities or the solicitation
of any vote or approval in any jurisdiction, pursuant to the
Acquisition or otherwise. The Acquisition will be made solely by
means of the Scheme Document which contains the full terms and
conditions of the Acquisition.
This announcement has been prepared for the purposes of
complying with the laws of England and Wales and the City Code and
the information disclosed may not be the same as that which would
have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any other
jurisdiction.
Neither the content of any website referred to in this
announcement nor the content of any website accessible from
hyperlinks on Autodesk's or Delcam's websites is incorporated into,
or forms part of, this announcement.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested
in one per cent. or more of any class of relevant securities of an
offeree company or of any paper offeror (being any offeror other
than an offeror in respect of which it has been announced that its
offer is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement (as defined in the City
Code) in which any paper offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper
offeror(s). An Opening Position Disclosure by a person to whom Rule
8.3(a) applies must be made by no later than 3.30 p.m. on the tenth
Business Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. on the tenth Business Day
following the announcement in which any paper offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a paper offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure (as defined in the City Code).
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in one per cent. or more of any class of
relevant securities of the offeree company or of any paper offeror
must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any paper offeror, save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 p.m. on the Business Day following the date of
the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by an offeror and Dealing Disclosures must also be made
by the offeree company, by an offeror and by any persons acting in
concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0) 20 7638
0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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