Last checked at 4 May 2010 10:11
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: | UK Coal PLC |
| (b) Owner or controller of interests and short positions disclosed, if different from 1(a): |
|
| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: | UK Coal PLC |
| (d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEREE |
| (e) Date position held: | 3 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 |
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:
| 1p ordinary shares | |||
|
| Interests | Short positions | ||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | NIL | NA | NIL | NA |
| (2) Derivatives (other than options): | NIL | NA | NIL | NA |
| (3) Options and agreements to purchase/sell: | NIL | NA | NIL | NA |
|
TOTAL: | NIL | NA | NIL | NA |
(b) Rights to subscribe for new securities
| Class of relevant security in relation to which subscription right exists: | NIL |
| Details, including nature of the rights concerned and relevant percentages: | NA |
(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): |
|
NIL
|
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: |
The directors' beneficial interests in the ordinary shares of UK Coal are as set out below:
| Name | Beneficial interest in UK Coal shares | % of existing share capital of UK Coal |
| David Jones | 54,250 | 0.018% |
| Jon Lloyd | 38,750 | 0.013% |
| David Brocksom | 28,675 | 0.010% |
| Owen Michaelson | 40,084 | 0.013% |
| Mike Toms | 6,200 | 0.002% |
| Kevin Whiteman | 15,500 | 0.005% |
The directors hold the following awards granted under the UK Coal long term incentive plan (LTIP):
|
|
Interest |
Vesting date | End of performance period |
Jon Lloyd |
|
|
|
| Executive LTIP 2008(i) | 95,319 | 22.04.11 | Dec 10 |
| Executive LTIP 2009(ii) | 213,703 | 05.05.12 | Dec 11 |
| Total | 309,022 |
|
|
| |
|
|
|
David Brocksom |
|
|
|
| Executive LTIP 2008(i) | 59,650 | 22.04.11 | Dec 10 |
| Executive LTIP 2009(ii) | 133,734 | 05.05.12 | Dec 11 |
| Total | 193,384 |
|
|
(i) The performance conditions for 2008 awards require absolute TSR growth of between 25% and 75% for between 30% and 100% of an award to vest (with straight-line vesting between these points). In addition, the Company must achieve EPS growth of at least RPI+3% p.a. over the 3 year performance period.
(ii) The performance conditions for 2009 awards require absolute TSR growth of between 75% and 150% for between 30% and 100% of an award to vest (with straight-line vesting between these points). In addition, the Company must achieve EPS growth of at least RPI+3% p.a. over the 3 year performance period.
By virtue of Goodweather Holdings Limited's ownership of in excess of 20% of the equity share capital of UK Coal, it is regarded under the Takeover Code as an associated company of UK Coal and therefore is presumed to be acting in concert with UK Coal. Its beneficial interest in the ordinary shares of UK Coal is as set out below:
| Name | Interest in UK Coal shares | % of existing share capital of UK Coal |
| Goodweather Holdings Limited | 84,639,470 | 28.279% |
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: |
| 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: |
| NONE
|
(c) Attachments
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | NO |
| Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 4 May 2010 |
| Contact name: | Richard Cole |
| Telephone number: | 01302 751 751 |
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.