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Pin to quick picksEbiquity Regulatory News (EBQ)

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Market Cap: £14.94m
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Form 8 (OPD) offeree

30 Aug 2013 10:10

RNS Number : 8538M
Ebiquity PLC
30 August 2013
 



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:

Ebiquity 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

Ebiquity plc

(d) Is the party to the offer making the disclosure the offeror or the offeree?

OFFEREE

(e) Date position held:

30 August 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 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:

 

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

(2) Derivatives (other than options):

(3) Options and agreements to purchase/sell:

 

TOTAL:

None

None

 

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):

 

N/A

 

 

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

Name

Number of Ebiquity plc Ordinary Shares

% of Ebiquity plc Issued Ordinary Share Capital

VS&A Communications Partners III, L.P.

15,109,549

25.00%

Michael Greenlees (Director)

230,000

0.38%

Nick Manning (Director)

230,000

0.38%

Paul Adams (Director)

1,308,804

2.17%

Andrew Beach (Director)

20,000

0.03%

Sarah Jane Thomson (Director)

7,603,787

12.58%

Stephen Thomson (Director)

1,000

0.00%

Michael Higgins (Director)

64,500

0.11%

Richard Nichols (Director)

100,000

0.17%

 

The interests of the Directors under the Company's share based incentive schemes were as follows:

 

Options under the 2005 Share Option Plan

 

Name

Number of Options

Vesting date

Exercise price (£)

Paul Adams (Director)

84,922

26/03/07

£0.00

Paul Adams (Director)

23,529

26/03/07

£0.00

Stephen Thomson (Director)

145,921

26/03/07

£0.00

Sarah Jane Thomson (Director)

145,921

26/03/07

£0.00

 

Options under the 2008 EMI Share Option Plan

 

Name

Number of Options

Vesting date

Exercise price (£)

Andrew Beach (Director)

79,365

23/04/11

£0.315

Andrew Beach (Director)

67,568

08/09/11

£0.370

 

Options under the 2009 EMI Share Option Plan

 

Name

Number of Options

Vesting date

Exercise price (£)

Andrew Beach (Director)

5,848

13/05/10

£0.350

Andrew Beach (Director)

5,848

13/05/11

£0.350

Andrew Beach (Director)

5,848

13/05/12

£0.350

Andrew Beach (Director)

8,333

13/05/10

£0.325

Andrew Beach (Director)

8,333

13/05/11

£0.325

Andrew Beach (Director)

8,333

13/05/12

£0.325

Michael Greenlees (Director)

39,920

13/05/10

£0.350

Michael Greenlees (Director)

39,920

13/05/11

£0.350

Michael Greenlees (Director)

39,920

13/05/12

£0.350

Nick Manning (Director)

38,095

13/05/10

£0.350

Nick Manning (Director)

38,095

13/05/11

£0.350

Nick Manning (Director)

38,095

13/05/12

£0.350

 

Options under the 2010 Executive Incentive Plan

 

Name

Number of Options

Vesting date

Exercise price (£)

Michael Greenlees (Director)

600,000

12/05/10

£0.35

Nick Manning (Director)

450,000

12/05/10

£0.35

Michael Greenlees (Director)

994,108

30/04/12

£0.35

Nick Manning (Director)

745,581

30/04/12

£0.35

Michael Greenlees (Director)

305,892

30/04/13

£0.35

Nick Manning (Director)

229,419

30/04/13

£0.35

Michael Greenlees (Director)

500,000

30/04/11

£0.35

Nick Manning (Director)

375,000

30/04/11

£0.35

 

Options under the 2010 Share Option Plan

 

Name

Number of Options

Vesting date

Exercise price (£)

Andrew Beach (Director)

6,667

30/07/11

£0.61

Andrew Beach (Director)

6,667

30/07/12

£0.61

Andrew Beach (Director)

6,667

30/07/13

£0.61

 

Options under the 2011 Executive Incentive Plan

 

Name

Number of Options

Vesting date

Exercise price (£)

Paul Adams (Director)

611,759

30/04/12

£0.25

Paul Adams (Director)

188,241

30/04/13

£0.25

 

Options under the 2011 Share Option Plan

 

Name

Number of Options

Vesting date

Exercise price (£)

Michael Greenlees (Director)

23,869

11/08/12

£0.25

Michael Greenlees (Director)

23,869

11/08/13

£0.25

Michael Greenlees (Director)

23,869

11/08/14

£0.25

Nick Manning (Director)

18,648

11/08/12

£0.25

Nick Manning (Director)

18,648

11/08/13

£0.25

Nick Manning (Director)

18,648

11/08/14

£0.25

Paul Adams (Director)

13,427

11/08/12

£0.25

Paul Adams (Director)

13,427

11/08/13

£0.25

Paul Adams (Director)

13,427

11/08/14

£0.25

Andrew Beach (Director)

13,427

11/08/12

£0.25

Andrew Beach (Director)

13,427

11/08/13

£0.25

Andrew Beach (Director)

13,427

11/08/14

£0.25

 

Options under the 2012 Executive Incentive Plan

 

Name

Number of Options

Vesting date

Exercise price (£)

Andrew Beach (Director)

150,000

30/04/15

£0.25

 

Convertible Unsecured Loan Notes

 

The following parties, all of which are funds managed by Veronis Suhler Stevenson, hold Convertible Unsecured Loan Notes which, in aggregate, are convertible into 13,802,861 ordinary shares:

 

VS&A Communications Partners III, L.P.

VS&A Communications Parallel Partners III, L.P.

VS&A III SBS LLC

 

 

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:

30 August 2013

Contact name:

Andrew Watkins (Company Secretary)

Telephone number:

020 7650 9600

 

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.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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