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10 Oct 2012 11:43
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: | API Group plc ("API") |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | API |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEREE |
(e) Date position held: | 26th September 2012 |
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | No |
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 relevant security:
| 1p ordinary shares | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | - | - | - | - |
(2) Derivatives (other than options): | - | - | - | - |
(3) Options and agreements to purchase/sell: | - | - | - | - |
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 of relevant security in relation to which subscription right exists: | - |
Details, 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: | ||||||||||||||||||||||||||
Beneficial holdings of the directors of API (and their spouses) in API Shares The directors of API (and their spouses) are beneficially interested (whether through a shareholding registered in their own name or otherwise) in the following number of ordinary shares of 1p each in the capital of API ("API Shares"):
The API Group plc No 2 Employee Benefit Trust holds 3,000,000 Ordinary Shares representing 3.9% of API's issued share capital.
(1) All options under the 2006 Performance Share Plan have vested but none have been exercised. The expiry date for the exercise of these vested options is 8 June 2018 for Andrew Turner and 1 October 2018 for Chris Smith. (2) Awards of contingent shares under the API Long Term Incentive Plan are subject to certain performance conditions relating to increases in shareholder value being satisfied. The contingent shares are held in the API Group plc No 2 Employee Benefit Trust. To date 577,856 of Andrew Turner's contingent shares and 385,237 of Chris Smith's contingent shares have vested, none of which have been exercised.
|
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" |
None
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 10th October 2012 |
| Contact name: | Wendy Baker |
| Telephone number: | +44 (0) 1625 650570 |
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.
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