Last checked at 4 Jul 2012 15:03
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: | Boom Pictures Limited ("Boom Pictures") |
(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 | Boomerang Plus plc |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEROR |
(e) Date position held: | 03 July 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 If YES, specify which: |
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:
| Ordinary shares of 1 penny each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | None | N/A | None | N/A |
(2) Derivatives (other than options): | None | N/A | None | N/A |
(3) Options and agreements to purchase/sell: | None | N/A | None | N/A |
TOTAL: | None | N/A | None | N/A |
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: | None |
Details, including nature of the rights concerned and relevant percentages: | N/A |
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): | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
For the purposes of this section, please refer to the definitions attached at Annex 1. The percentages are rounded to two decimal places.
Boom Pictures has received irrevocable undertakings to accept, or procure the acceptance, of the Offer in respect of, in aggregate, 5,351,477 Boomerang Shares, representing approximately 58.40 per cent. of the existing and to be issued share capital of Boomerang. 1. Irrevocables from the Independent Directors of Boomerang Boom Pictures has received irrevocable undertakings from the Independent Directors to accept, or procure the acceptance of, the Offer in respect of a total of 13,111 Boomerang Shares, representing approximately 0.14 per cent. of the existing and to be issued share capital of Boomerang, comprised as follows:
The undertakings provided by the Independent Directors will continue to be binding, even in the event of a higher offer for Boomerang by a competing third party and cannot be withdrawn unless the offer lapses or is withdrawn. 2. Irrevocables from the Management Team Boom Pictures has received irrevocable undertakings from the Management Team and persons connected to them to accept, or procure the acceptance of, the Offer in respect of a total of 2,182,704 Boomerang Shares, representing approximately 23.82 per cent. of the existing and to be issued share capital of Boomerang. This is comprised of Boomerang Shares in issue as at 3 July 2012 and Boomerang Options to be exercised and issued as set out in the following two tables: SHARES
In addition to the shares described above, the following members of the Management Team and persons connected to them have given irrevocable undertakings to accept, or procure the acceptance of, the Offer in respect of any Boomerang Shares that are acquired as a result of the exercise of options held under the Boomerang Share Option Schemes, comprised as follows: OPTIONS
The undertakings provided by the Management Team will continue to be binding, even in the event of a higher offer for Boomerang by a competing third party and cannot be withdrawn unless the offer lapses or is withdrawn. 3. Other Boomerang Shareholders irrevocable undertakings Boom Pictures has received irrevocable undertakings from other Independent Shareholders to accept, or procure the acceptance of, the Offer in respect of a total of 3,155,662 Boomerang Shares, representing approximately 34.44 per cent. of the of the existing and to be issued share capital of Boomerang, comprised as follows:
The undertakings provided Dafydd Richards, Huw Jenkins and Ronw and Elizabeth Protheroe will continue to be binding, even in the event of a higher offer for Boomerang by a competing third party and cannot be withdrawn unless the offer lapses or is withdrawn. The undertakings given by Barnard Nominees Limited, Downing LLP and Rathbone Nominees Limited will cease to be binding in the event that prior to 3.00p.m. on the fifth business day after posting of the Offer Document, a person other than Boom Pictures announces a firm intention to make an offer (whether or not recommended) for the entire issued share capital of Boomerang at a price of not less than 10 per cent. above the Offer Price; or prior to such time and date, a person other than Boom Pictures offers to acquire all or some of the Boomerang Shares that are the subject of the undertaking at a price of not less than 10 per cent. above the Offer Price.
|
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: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
For the purposes of this section, please refer to the definitions attached at Annex 1. Set out below are details of the interests of holdings in Boomerang Shares and options held under the Boomerang Share Option Schemes of those parties deemed to be acting in concert with Boom Pictures as at 3 July 2012.
These interests are in respect of a total of 4,659,993 Boomerang Shares, representing approximately 52.17 per cent. of the existing issued share capital of Boomerang as at 3 July 2012, and 70,123 Boomerang Shares held under option, representing approximately 0.77 per cent. of the existing and to be issued share capital of Boomerang.
Together, these interests represent approximately 51.62 per cent. of the entire issued and to be issued share capital of Boomerang.
Further details on the options held under the Boomerang Share Option Schemes which have an exercise price of less than the Offer Price of those parties deemed to be acting in concert with Boom Pictures are as follows:
It has not been practicable for Boom Pictures to make enquiries of all of its concert parties in advance of releasing this Opening Position Disclosure and, therefore, this Opening Position Disclosure does not include all relevant details in respect of Boom Picture's concert parties.
Boom Pictures confirms that a further disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code will be made as soon as possible, if required.
|
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: | 4 July 2012 |
| Contact name: | Mark Fenwick |
| Telephone number: | 029 2067 1500 |
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.
Annex 1
"Boom Pictures" | Boom Pictures Limited, a private limited company registered in England and Wales under number 7922831 |
"Boomerang" | Boomerang Plus plc, a public limited company registered in England and Wales under number 2936337 |
"Boomerang Options" | the options granted under or pursuant to the Boomerang Share Option Schemes |
"Boomerang Shareholders" | registered holders of Boomerang Shares from time to time |
"Boomerang Share Option Schemes" | the Boomerang 2005 Enterprise Management Incentive Plan and the Boomerang 2006 Unapproved Share Option Plan |
"Boomerang Shares" | the existing unconditionally allotted or issued and fully paid (or credited as fully paid) ordinary shares of £0.01 pence each in Boomerang and any further such shares which are unconditionally allotted or issued fully paid (or credited as fully paid) in each case prior to the time at which the Offer ceases to be open for acceptance (or such earlier time, as Boom Pictures may, with the Panel's consent or in accordance with the Code, decide), including shares unconditionally allotted or issued pursuant to the exercise of options under the Boomerang Share Option Schemes or otherwise |
"Independent Directors" | the independent directors of Boomerang, being Richard Huntingford, (Non-Executive Chairman), Roger Moore (Non-Executive Director) and Linda James (Non-Executive Director) |
"Management Team" | Huw Eurig Davies, Mark Fenwick, Gareth Rees, Nia Thomas, Richard Moss, Dylan Davies and Gruffydd Davies |
"Offer" | the recommended cash offer, to acquire at the Offer Price all of the Offer Shares, made by Boom Pictures on the terms and conditions set out in the Offer Document and the Form of Acceptance and including, where the context admits, any subsequent revision, variation, extension or renewal of such offer |
"Offer Document" | the offer document in relation to the Offer to be posted on or around 4 July 2012 |
"Offer Price" | 77 pence per Offer Share |
"Offer Share" | all of the Boomerang Shares, excluding the Roll-over Shares |
"Roll-over Shares" | the Boomerang Shares held by the Management Team which are to transferred to Boom Pictures pursuant to a share exchange deed dated 3 July 2012 |