Last checked at 22 Jun 2010 17:11
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: | Brooks Macdonald Group plc |
| (b) Owner or controller of interests and short positions disclosed, if different from 1(a): | N/A |
| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: | Braemar Group plc |
| (d) Status of person making the disclosure: | Offeror |
| (e) Date dealing undertaken: | 22 June 2010 |
| (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:
| Offeree Ordinary Shares | |||
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| Interests | Short positions | ||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | 8,896,495
| 5.2 | Nil | Nil |
| (2) Derivatives (other than options): | Nil | Nil | Nil | Nil |
| (3) Options and agreements to purchase/sell: | 48,257,421 | 28.0 | Nil | Nil |
|
TOTAL: | 57,153,916 | 33.2 | Nil | Nil |
Of the Ordinary Shares referred to in (1) above, 351,857 are owned by Brooks Macdonald Nominees Limited, a wholly owned subsidiary undertaking of Brooks Macdonald, on behalf of a Brooks Macdonald asset management client. The shares were purchased at the request of the client and voting on corporate actions in respect of these shares is at the discretion of the client.
The Ordinary Shares which are referred to in (3) above are subject to the Management Share Purchase Agreement (details of which are provided in the Supplemental Form 8 published on 10 June 2010).
(b) Rights to subscribe for new securities (including directors' and other executive options)
| Class of relevant security in relation to which subscription right exists: |
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| Details, including nature of the rights concerned and relevant percentages: |
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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 |
| Offeree Ordinary Shares | Purchase
| 8,544,638 | 2.25p |
(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 |
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(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 |
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(ii) Exercising
| Class of relevant security | Product description e.g. call option | Number of securities | Exercise price per unit |
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(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) |
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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: |
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None
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(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: |
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None
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(c) Attachments
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | NO |
| Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 22 June 2010 |
| Contact name: | Bruce Garrow, Collins Stewart Europe Ltd |
| Telephone number: | +44 (0)20 7523 8350 |
Note that defined terms in this form have the same meaning as in the announcement of Brooks Macdonald's recommended cash offer for Braemar on 8 June 2010