Form 8 (OPD) (Forth Ports PLC)
May 04 2010 - 5:31AM
UK Regulatory
TIDMFPT
RNS Number : 2504L
Northstream Limited
04 May 2010
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) | (1) |
| Identity | Arcus |
| of the | European |
| party to | Infrastructure |
| the | Fund GP LLP, |
| offer | on behalf of |
| making | Arcus European |
| the | Infrastructure |
| disclosure: | Fund 1 LP |
| | ("Arcus") |
| | |
| | (2) Peel |
| | Holdings |
| | Limited |
| | ("Peel") |
| | |
| | (3) RREEF |
| | Pan-European |
| | Infrastructure |
| | Fund LP |
| | ("RREEF |
| | Infrastructure"), |
| | acting through |
| | its manager RREEF |
| | Limited |
| | |
| | (Note: Arcus |
| | European |
| | Infrastructure |
| | Fund GP LLP |
| | replaced AEIF |
| | General Partner |
| | Limited as |
| | general partner |
| | of the Arcus |
| | European |
| | Infrastructure |
| | Fund 1 LP on 30 |
| | April 2010) |
+-----------------+-------------------+
| (b) | (1) |
| Owner | Cayman |
| or | Resources |
| controller | (49) Ltd |
| of | (controlled |
| interests | by Arcus) |
| and short | |
| positions | (2) Salta |
| disclosed, | Company |
| if | Investments |
| different | Limited |
| from 1(a): | (controlled |
| The | by Peel) |
| naming of | |
| nominee or | (3) As per |
| vehicle | 1(a) above. |
| companies | |
| is | |
| insufficient | |
+-----------------+-------------------+
| (c) | Forth |
| Name | Ports |
| of | plc |
| offeror/offeree | |
| in relation to | |
| whose relevant | |
| securities this | |
| form relates: | |
| Use a | |
| separate form | |
| for each party | |
| to the offer | |
+-----------------+-------------------+
| (d) Is | OFFEROR |
| the | |
| party | |
| to the | |
| offer | |
| making | |
| the | |
| disclosure | |
| the | |
| offeror or | |
| the | |
| offeree? | |
+-----------------+-------------------+
| (e) | 3 May |
| Date | 2010 |
| position | |
| held: | |
+-----------------+-------------------+
| (f) | NO |
| Has | |
| the | |
| party | |
| previously | |
| disclosed, | |
| or is it | |
| today | |
| disclosing, | |
| under the | |
| Code in | |
| respect of | |
| any other | |
| party to | |
| this offer? | |
+-----------------+-------------------+
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the
offeror or offeree to which the disclosure relates
+----------------+-----------------+--------+--------+--------+
| Class | |
| of | 50p Ordinary |
| relevant | |
| security: | |
| | |
+----------------+--------------------------------------------+
| | Interests |Short positions |
| | | |
+ +--------------------------+-----------------+
| | Number | % |Number | % |
+----------------+-----------------+--------+--------+--------+
| (1) | Arcus: | 23.47 | | |
| Relevant | 10,735,875 | | | |
| securities | | | | |
| owned | | | | |
| and/or | | | | |
| controlled: | | | | |
+----------------+-----------------+--------+--------+--------+
| | Peel: | 3.46 | | |
| | 1,581,753 | | | |
+----------------+-----------------+--------+--------+--------+
| | RREEF | 0.48 | | |
| |Infrastructure: | | | |
| | 221,746 | | | |
+----------------+-----------------+--------+--------+--------+
| (2) | None | None | | |
| Derivatives | | | | |
| (other than | | | | |
| options): | | | | |
+----------------+-----------------+--------+--------+--------+
| (3) | None | None | | |
| Options | | | | |
| and | | | | |
| agreements | | | | |
| to | | | | |
| purchase/sell: | | | | |
+----------------+-----------------+--------+--------+--------+
| | 12,539,374 | 27.41 | | |
| | | | | |
| TOTAL: | | | | |
+----------------+-----------------+--------+--------+--------+
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 | None |
| of | |
| relevant | |
| security | |
| in | |
| relation | |
| to which | |
| subscription | |
| right | |
| exists: | |
+--------------+--------+
| Details, | None |
| including | |
| nature of | |
| the | |
| rights | |
| concerned | |
| and | |
| relevant | |
| percentages: | |
+--------------+--------+
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): |
+-------------+
| |
| 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 |
| of any |
| person |
| acting in |
| concert |
| with the |
| party to |
| the offer |
| making the |
| disclosure: |
+-------------------+
| |
| The |
| following |
| are |
| details |
| of |
| interests |
| in Forth |
| Ports plc |
| held by |
| concert |
| parties |
| of Peel: |
| · |
| Tokenhouse |
| Pension |
| Scheme: |
| 16,500 |
| (held on a |
| non-discretionary |
| basis) |
| · |
| Castlewood (John |
| Peter Whittaker): |
| 2,165 |
| · |
| Bexton Croft |
| Limited (James |
| Whittaker): 1,365 |
| · |
| Thomas James |
| Whittaker: 100 |
| · |
| John Christian |
| Whittaker: 105 |
| · |
| Mark Whittaker: |
| 210 |
| · |
| Kate Holland: |
| 1,000 |
| Total: 21,445 |
| (0.047%) |
| |
+-------------------+
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" |
+-----------------+
| |
| 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" |
+-----------------+
| |
| Arcus |
| European |
| Infrastructure |
| Fund GP LLP on |
| behalf of |
| Arcus European |
| Infrastructure |
| Fund 1 LP |
| ("Arcus"), |
| Peel Holdings |
| Limited |
| ("Peel") and |
| RREEF Limited |
| as a manager |
| of the RREEF |
| Pan-European |
| Infrastructure |
| Fund LP |
| ("RREEF", |
| together with |
| Arcus and |
| Peel, the |
| "Consortium") |
| are subject to |
| an agreement |
| (entered into |
| on 3 June |
| 2009), |
| pursuant to |
| which, as of |
| today's date: |
| (i) Arcus, has |
| granted each |
| of Peel and |
| RREEF an |
| option to |
| purchase from |
| Arcus; and |
| (ii) each of |
| Peel and RREEF |
| have granted |
| Arcus an |
| option to sell |
| to Peel and |
| RREEF, |
| in each case |
| up to 153,581 |
| shares in |
| Forth Ports |
| plc ("Forth") |
| ("Option |
| Shares") on 31 |
| December 2010 |
| (the "Option |
| Settlement |
| Date") at a |
| price of |
| GBP10.155 per |
| share plus |
| interest at 7% |
| on an |
| annualised |
| basis from the |
| 3 June 2009 |
| (the "Option |
| Price") until |
| the Option |
| Settlement |
| Date. |
| The options |
| are only |
| exercisable as |
| between |
| entities |
| controlled by |
| the Consortium |
| and so the net |
| effect of any |
| exercise of |
| the options on |
| the aggregate |
| interest of |
| the Consortium |
| in Forth is |
| nil. |
| There is no |
| agreement, |
| arrangement or |
| understanding |
| between the |
| Consortium |
| members |
| relating to |
| the voting |
| rights of the |
| Option Shares. |
| |
+-----------------+
(c) Attachments
Are any Supplemental Forms attached?
+--------------+--------+
| Supplemental | NO |
| Form 8 (Open | |
| Positions) | |
+--------------+--------+
| Supplemental | NO |
| Form 8 (SBL) | |
+--------------+--------+
+-------------+---------------+
| Date | 4 May |
| of | 2010 |
| disclosure: | |
+-------------+---------------+
| Contact | Alec |
| name: | Pratt |
+-------------+---------------+
| Telephone | 020 7155 4557 |
| number: | |
+-------------+---------------+
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
END
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