Last checked at 20 Apr 2011 07:01
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: | Cuba Bidco Limited |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | The disclosing party is ultimately controlled by funds advised by Inflexion Private Equity Partners LLP |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | Ideal Shopping Direct plc |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | Offeror |
(e) Date position held: | 20 April 2011 |
(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: | Nil | Nil | Nil | Nil |
(2) Derivatives (other than options): | Nil | Nil | Nil | Nil |
(3) Options and agreements to purchase/sell: | Nil | Nil | Nil | Nil |
TOTAL: | Nil | Nil | Nil | Nil |
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): | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Please note defined terms in the sections below have the same meaning as those defined in the 2.5 announcement released by Ideal Shopping Direct plc and Cuba Bidco Limited on 20 April 2011. Irrevocable undertakings to vote in favour of the Resolution 1 Independent Directors The following Independent Directors have entered into irrevocable undertakings with Bidco to vote (or procure the vote) in favour of the Resolutions in respect of their entire beneficial holdings of ISD Shares:
The irrevocable undertakings referred to above will remain binding in the event of a competing offer being made in relation to ISD, but will cease to have any effect if: (i) the Scheme Document is not sent to ISD Shareholders within 28 days of this announcement; (ii) the Scheme lapses or is withdrawn in accordance with its terms and at or before the time of such lapse or withdrawal, Bidco has not publicly confirmed that it intends to implement the Acquisition by way of a Takeover Offer; or (iii) the Scheme has not become effective by 6.00 p.m. on 1 August 2011 (or such later date as agreed between Bidco and ISD, with the approval of the Court and/or Panel if required). 2 Other ISD Shareholders
The following ISD Shareholders have entered into irrevocable undertakings with Bidco to vote, or procure the vote, in favour of the Special Resolution (being the only Resolution they are permitted to vote on) in respect of their entire beneficial holdings of ISD Shares:
The irrevocable undertakings referred to above will remain binding in the event of a competing offer being made in relation to ISD, but will cease to have any effect if the Scheme Document is not sent to ISD Shareholders within 28 days of this announcement. Mr Jebson's undertaking will also cease to have any effect if: (i) the Scheme lapses or is withdrawn in accordance with its terms and at or before the time of such lapse or withdrawal, Bidco has not publicly confirmed that it intends to implement the Acquisition by way of a Takeover Offer; or (ii) the Scheme has not become effective by 6.00 p.m. on 1 August 2011 (or such later date as agreed between Bidco and ISD, with the approval of the Court and/or Panel if required). The following ISD Shareholders (other than those referred to above) have entered into irrevocable undertakings with Bidco to vote, or procure the vote, in favour of the Resolutions in respect of the following ISD Shares:
The irrevocable undertaking provided by Vidacos Nominees, on behalf of the beneficial owner, Prem Nath Anand, and given by Peter McDermott shall remain binding in the event of a competing offer being made in relation to ISD. Both undertakings will cease to have any effect if the Scheme Document is not sent to ISD Shareholders within 28 days of this announcement.
The irrevocable undertakings provided by Artemis, Majedie, Forum Venture and Hargreave Hale, will remain binding in the event of a competing offer being made in relation to ISD unless the value of the competing offer represents an improvement of 10 per cent. or more of the value of the consideration offered under the Proposal. The Ennismore irrevocable undertaking will lapse if a competing cash offer is made which represents an improvement in the consideration offered under the Proposal. The irrevocable undertakings will also lapse: (i) in the case of the undertakings from Majedie and Ennismore, if the signatory loses discretionary control over any of the ISD Shares over which they have provided the undertaking; (ii) in the case of Artemis and Hargreave Hale, if: (a) the Scheme Document is not sent to ISD Shareholders within 28 days of this announcement; (b) the Scheme lapses or is withdrawn in accordance with its terms and at or before the time of such lapse or withdrawal, Bidco has not publicly confirmed that it intends to implement the Acquisition by way of a Takeover Offer; or (c) the Scheme has not become effective by 6.00 p.m. on 1 August 2011 (or such later date as agreed between Bidco and ISD, with the approval of the Court and/or Panel if required); and (iii) in the case of Forum Venture, if the Scheme Document is not sent to ISD Shareholders within 28 days of this announcement. Aerion Fund Management Limited has provided a non-binding letter of intent to vote (or procure the vote), in favour of the Resolutions in respect of 480,000 ISD Shares representing approximately 1.40 per cent. of the existing issued share capital of ISD. Accordingly, in total, Bidco has received irrevocable undertakings and non-binding letters of intent to vote in favour of: (i) the Court Meeting Resolution and the Ordinary Resolution in respect of 23,074,871 ISD Shares, representing approximately 67.23 per cent. of the existing issued share capital of ISD; and (ii) the Special Resolution in respect of 23,707,871 ISD Shares, representing approximately 69.07 per cent. of the existing issued share capital of ISD.
Irrevocable undertakings to exercise (or surrender) ISD Options
The following ISD Optionholders have given irrevocable undertakings to exercise their ISD Options after the Court Hearing and prior to the Scheme Effective Date and to surrender the number of ISD Options set out below:
The irrevocable undertakings referred to above will cease to have any effect if: (i) the Scheme Document is not sent to ISD Shareholders within 28 days of this announcement; (ii) the Scheme lapses or is withdrawn in accordance with its terms and at or before the time of such lapse or withdrawal, Bidco has not publicly confirmed that it intends to implement the Acquisition by way of a Takeover Offer; or (iii) the Scheme has not become effective by 6.00 p.m. on 1 August 2011 (or such later date as agreed between Bidco and ISD, with the approval of the Court and/or Panel if required). |
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: | ||||||||||||||||||
(a) ISD Shares held by Bidco, any member of the Bidco Group, the Bidco Directors and members of the Management Team as at 20 April 2011:
(b) Securities convertible or exchangeable into ISD Shares held by Bidco, any member of the Bidco Group, the Bidco Directors and members of the Management Team as at 20 April 2011:
In the interests of confidentiality, Bidco has not made enquiry of all persons with whom it may be deemed by the Panel to be acting in concert. Such enquiry will be made following this announcement and any additional interests in relevant securities of ISD will be disclosed in a subsequent Opening Position Disclosure
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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 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
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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: | 20 April 2011 |
| Contact name: | Henry Wells, DC Advisory Partners |
| Telephone number: | +44 (0) 20 7856 0914 |
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.