Last checked at 8 Feb 2013 15:57
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the offer or person acting in concert making the disclosure: | Jonathan Kemp |
(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 offeror/offeree | A.G. BARR p.l.c. (the "Company") |
(d) Status of person making the disclosure: e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree) | Acting in concert with the Company |
(e) Date dealing undertaken: | 7 February 2013 |
(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 PERSON MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing
Class of relevant security:
| Ordinary shares of 4 1/6p each ("Ordinary Shares") | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 135,494* | 0.12% | Nil | - |
(2) Derivatives (other than options): | - | - | Nil | - |
(3) Options and agreements to purchase/sell: | - | - | Nil | - |
TOTAL: | 135,494* | 0.12% | Nil | - |
Note:
* Of these Ordinary Shares, 125,616 (representing 0.11% of the issued share capital of the Company) are held by Melanie Kemp, Jonathan Kemp's wife.
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 (including directors' and other executive options)
Class of relevant security in relation to which subscription right exists: | Ordinary Shares |
Details, including nature of the rights concerned and relevant percentages: |
|
Long Term Incentive Plan
Awards of options under the A.G. Barr Long Term Incentive Plan are subject to satisfaction of certain performance conditions. Options under the A.G. Barr Long Term Incentive Plan vest shortly after the relevant year end date. The number of options which vest is determined after the year end accounts are finalised and the relevant performance conditions can be measured. The vesting date disclosed has been estimated to be 30 April of the relevant year.
Number of Ordinary Shares under option (conditional) | Percentage of issued share capital | Date of award of options | Vesting date |
58,884 | 0.05% | 2 April 2010 | 30 April 2013 |
44,271 | 0.04% | 26 April 2011 | 30 April 2014 |
52,332 | 0.04% | 4 April 2012 | 30 April 2015 |
Director's share options
Number of Ordinary Shares under option | Exercise price | Period during which options can be exercised |
4,896 | 254p | 1 October 2015 - 1 April 2016 |
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.
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
Class of relevant security | Purchase/sale
| Number of securities | Price per unit |
Ordinary Shares | Purchase in connection with the Company's All Employee Share Ownership Plan | 23 | £5.47 |
(b) Derivatives transactions (other than options)
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit |
N/a |
|
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
N/a |
(ii) Exercising
Class of relevant security | Product description e.g. call option | Number of securities | Exercise price per unit |
N/a | - | - | - |
(d) Other dealings (including subscribing for new securities)
Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
Ordinary Shares | Allocation of matching Ordinary Shares pursuant to the Company's All Employee Share Ownership Plan
| 7 Ordinary Shares allocated for no consideration | N/a |
The currency of all prices and other monetary amounts should be stated.
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
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 or person acting in concert making the disclosure and any other person: 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 or person acting in concert making the disclosure 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: | 8 February 2013 |
| Contact name: | Julie Barr |
| Telephone number: | 01236 852400 |
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.