Last checked at 18 May 2010 16:00
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")
PLEASE SEE AMENDMENT TO SECTION 3.
1. KEY INFORMATION
| (a) Identity of the party to the offer making the disclosure: | Catalyst Media Group plc (the "Company") |
| (b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient |
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| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | Catalyst Media Group plc |
| (d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEREE |
| (e) Date position held: | 18 May 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
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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:
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| Interests | Short positions | ||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: |
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| (2) Derivatives (other than options): |
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| (3) Options and agreements to purchase/sell: |
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TOTAL: |
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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: |
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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.
(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): |
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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: |
| Mark Hawtin, Non-executive Director of Catalyst Media Group plc, is interested in 2,010,117 ordinary shares of 1p each in the Company representing 7.14% of the issued share capital of the Company. |
| Melvin Lawson, Non-executive Director of Catalyst Media Group plc, is interested in 3,615,486 ordinary shares of 1p each in the Company representing 12.85% of the issued share capital of the Company. |
| Michael Rosenberg OBE, Non-executive Chairman of Catalyst Media Group plc, is interested in 10,520 ordinary shares of 1p each in the Company representing 0.04% of the issued share capital of the Company. |
| Christopher Mills, Non-executive Director of Catalyst Media Group plc and the Chief Investment Officer of North Atlantic Value LLP, is indirectly interested in 3,500,000 ordinary shares of 1p each in the Company representing 12.44% of the issued share capital of the Company. Of this shareholding, 375,000 of the shares are registered under North Atlantic Value LLP (as Investment Manager/Adviser to fund management clients) and 3,125,000 are registered under Oryx International Growth Fund Limited.
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| In addition, Clive Mishon is interested in 1,646,992 ordinary shares of 1p each in the Company representing 5.85% of the issued share capital of the Company and Pauline Mishon is interested in 750,000 ordinary shares of 1p each in the Company representing 2.66% of the issued share capital of the Company. For the purposes of the Takeover Code, Melvin Lawson, Clive Mishon and Pauline Mishon are deemed to be acting in concert and therefore hold an interest representing, in aggregate, 21.36% of the issued share capital of the Company. |
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" |
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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 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
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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: | 18 May 2010 |
| Contact name: | Melvin Lawson
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| Telephone number: | 020 7637 8412 |
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.