Last checked at 7 Aug 2014 11:45
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: | Balfour Beatty plc |
(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 | Balfour Beatty plc |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEREE |
(e) Date position held: | 6 AUGUST 2014 |
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | YES If YES, specify which: Carillion plc |
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 50 PENCE EACH | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | 0 | Nil | 0 |
(2) Derivatives (other than options): | Nil | 0 | Nil | 0 |
(3) Options and agreements to purchase/sell: | Nil | 0 | Nil | 0 |
TOTAL: | Nil | 0 | Nil | 0 |
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: | None |
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: |
Interests of Directors (together with close relatives and related trusts)
(i) Ordinary shares of 50 pence each held by Directors of Balfour Beatty plc
Class of relevant security:
| ORDINARY SHARES OF 50 PENCE EACH | |
Holder
| Number of Balfour Beatty plc shares | Percentage of existing Balfour Beatty plc issued shares |
Robert Amen | 10,139 | 0.001% |
Iain Ferguson | 55,000 | 0.008% |
Maureen Kempson Darkes | 7,000 | 0.001% |
Duncan Magrath | 143,966 | 0.021% |
Steve Marshall | 17,142 | 0.002% |
Belinda Richards | Nil | 0% |
Graham Roberts | 15,000 | 0.002% |
Bill Thomas | 9,128 | 0.001% |
Peter Zinkin | 315,301 | 0.046% |
TOTAL: | 572,676 | 0.082% |
(ii) Cumulative convertible redeemable preference shares of one pence each held by Directors of Balfour Beatty plc
Class of relevant security:
| CUMULATIVE CONVERTIBLE REDEEMABLE PREFERENCE SHARES OF 1 PENCE EACH | |
Holder
| Number of Balfour Beatty plc shares | Percentage of existing Balfour Beatty plc issued shares |
Peter Zinkin | 325 | 0% |
TOTAL: | 325 | 0% |
Interests of connected advisors
Class of relevant security:
| ORDINARY SHARES OF 50 PENCE EACH | |
Holder
| Number of Balfour Beatty plc shares
| Percentage of existing Balfour Beatty plc issued shares |
New Bridge Street | 1 | 0% |
TOTAL: | 1 | 0% |
Directors' rights to subscribe to Balfour Beatty plc ordinary shares
(i) Performance Share Plan
Class of relevant security:
| ORDINARY SHARES OF 50 PENCE EACH
| |
Holder
| Number of Balfour Beatty plc shares | Vesting date |
Duncan Magrath | 219,076 80,155 255,818 211,162 | 16 April 2015 31 December 2014 16 April 2016 31 March 2017 |
Peter Zinkin | 232,600 266,653 220,105 | 16 April 2015 16 April 2016 31 March 2017 |
(ii) Deferred Bonus Plan
Class of relevant security:
| ORDINARY SHARES OF 50 PENCE EACH | |
Holder | Number of Balfour Beatty plc shares | Vesting date |
Duncan Magrath | 63,668 47,430 36,512 | 30 March 2015 31 March 2016 31 March 2017 |
Peter Zinkin | 67,598 49,440 38,058 | 30 March 2015 31 March 2016 31 March 2017 |
(iii) Savings-Related Share Option Scheme
Class of relevant security:
| ORDINARY SHARES OF 50 PENCE EACH | |
Holder
| Number of Balfour Beatty plc shares | Exercisable from |
Duncan Magrath | 628 1,291 | 1 July 2014 1 July 2015 |
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) | YES/NO |
Supplemental Form 8 (SBL) | YES/NO |
| Date of disclosure: | 7 August 2014 |
| Contact name: | Mark Peters (Head of Secretariat) |
| Telephone number: | +44 (0) 207 216 6968 |
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.