11 Mar 2011 16:57
FORM 8 (OPD)
AMENDED AND RESTATED PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
Amendments:
1. Note 3: Mr Dance holds 1,074 shares (not 51 shares as initially stated) through TD Waterhouse Nominees (Europe) Limited (the nominee for the Interserve Share Incentive Plan).
2. Performance Share Plan: Awards granted to Mr Dance on 13.04.07 have either lapsed or have vested and are therefore included in his shareholding. References to these awards have been removed from the amended and restated form.
1. KEY INFORMATION
(a) Identity of the party to the offer making the disclosure: | Interserve 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 | Interserve Plc |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | Offeror |
(e) Date position held: | 10 March 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 If YES, specify which: |
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: | Nil
| N/A | Nil
| N/A |
(2) Derivatives (other than options): | Nil
| N/A | Nil
| N/A |
(3) Options and agreements to purchase/sell: | Nil
| N/A | Nil
| N/A |
TOTAL: | Nil
| N/A | Nil
| N/A |
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: | N/A |
Details, including nature of the rights concerned and relevant percentages: | N/A |
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: |
See below
|
3.1 Shares held by directors of Interserve Plc
Director of Interserve | Number of shares held | Percentage of issued share capital |
Norman Blackwell | 10,000 (Note 1)
| 0.0079 |
Adrian Ringrose | 204,414 (Note 2)
| 0.1625 |
Tim Haywood | Nil
| N/A |
Steven Dance | 1,074 (Note 3)
| 0.0009 |
Bruce Melizan | 14,698 (Note 4)
| 0.0117 |
David Paterson | 2,021 (Note 5)
| 0.0016 |
Douglas Sutherland | 1,074 (Note 6)
| 0.0009 |
Patrick Balfour | 2,000
| 0.0016 |
Les Cullen | 6,000 (Note 7)
| 0.0048 |
Keith Ludeman | Nil
| N/A
|
David Thorpe | 12,793 (Note 8)
| 0.0102 |
David Trapnell | Nil
| N/A
|
Note 1: Lord Blackwell holds 7,000 shares through Coutts & Co.
Note 2: Mr Ringrose holds 1,074 shares through TD Waterhouse Nominees (Europe) Limited (the nominee for the Interserve Share Incentive Plan).
Note 3: Mr Dance holds 1,074 shares through TD Waterhouse Nominees (Europe) Limited (the nominee for the Interserve Share Incentive Plan).
Note 4: Mr Melizan holds 744 shares through TD Waterhouse Nominees (Europe) Limited (the nominee for the Interserve Share Incentive Plan).
Note 5: Mr Paterson holds 521 shares through TD Waterhouse Nominees (Europe) Limited (the nominee for the Interserve Share Incentive Plan) and 1500 through NatWest Stockbrokers.
Note 6: Mr Sutherland holds 1,074 shares through TD Waterhouse Nominees (Europe) Limited (the nominee for the Interserve Share Incentive Plan).
Note 7: Mr Cullen holds 6,000 shares through Barclayshare Nominees Limited.
Note 8: Mr Thorpe holds 12,793 shares through Giltspur Nominees Limited.
3.2 Interests under share plans
(a) 1997 and 2002 Executive Share Option Schemes
Name | Options held as at the date hereof | Exercise price (pence) | Exercise period |
Adrian Ringrose | 5,529 | 542.50 | 26.03.04-25.03.11 |
133,333 | 205.83 | 23.04.06-22.04.13 | |
150,280 | 359.33 | 14.03.08-13.03.15 | |
Steven Dance | 50,000 | 324.00 | 09.12.07 - 08.12.14 |
83,489 | 359.33 | 14.03.09 - 13.03.15 | |
Bruce Melizan | 75,140 | 359.33 | 14.03.08 - 13.03.15 |
David Paterson | 5,295 | 566.50 | 19.03.05-18.03.12 |
32,561 | 359.33 | 14.03.08-13.03.15 |
(b) Sharesave Scheme
Name | Options held as at the date hereof | Exercise price (pence) | Exercise period |
Adrian Ringrose | 595 | 152.50 | 01.10.12-31.03.13 |
423 | 214.50 | 01.07.13-31.12.13 | |
Steven Dance | 595 | 152.50 | 01.10.12 - 31.03.13 |
423 | 214.50 | 01.07.13 - 31.12.13 | |
Douglas Sutherland | 595 | 152.50 | 01.10.12 - 31.03.13 |
423 | 214.50 | 01.07.13 - 31.12.13 |
(c) Performance Share Plan
Name | Date of award | Mid-market price on award date (pence) | Awards over ordinary shares of 10p each at the date hereof | Performance period |
Adrian Ringrose | 15.04.08 | 505.00 | 73,296 | 01.01.08 - 31.12.10 |
23.03.09 | 197.00 | 206,896 | 01.01.09 - 31.12.11 | |
19.04.10 | 236.50 | 176,248 | 01.01.10 - 31.12.12 | |
Steven Dance | 15.04.08 | 505.00 | 42,084 | 01.01.08 - 31.12.10 |
23.03.09 | 197.00 | 123,152 | 01.01.09 - 31.12.11 | |
19.04.10 | 236.50 | 104,909 | 01.01.10 - 31.12.12 | |
Bruce Melizan | 15.04.08 | 505.00 | 42,084 | 01.01.08 - 31.12.10 |
23.03.09 | 197.00 | 123,152 | 01.01.09 - 31.12.11 | |
19.04.10 | 236.50 | 104,909 | 01.01.10 - 31.12.12 | |
David Paterson | 15.04.08 | 505.00 | 24,048 | 01.01.08 - 31.12.10 |
23.03.09 | 197.00 | 103,448 | 01.01.09 - 31.12.11 | |
19.04.10 | 236.50 | 88,124 | 01.01.10 - 31.12.12 | |
Douglas Sutherland | 15.04.08 | 505.00 | 33,507 | 01.01.08 - 31.12.10 |
23.03.09 | 197.00 | 90,600 | 01.01.09 - 31.12.11 | |
19.04.10 | 236.50 | 77,180 | 01.01.10 - 31.12.12 |
3.3 Interests of persons acting in concert with Interserve:
Person(s) acting in concert with Interserve
| Number of shares held | Percentage of issued share capital |
Vicki-Anne Dance (Note 9)
| 62,643 | 0.0498 |
Elizabeth Melizan (Note 10) | 50,071
| 0.0398 |
Lynne Paterson (Note 11)
| 14,951 | 0.0119 |
David D Paterson (Note 12)
| 432 | 0.0003 |
Stephanie Sutherland (Note 13)
| 10,933 | 0.0087 |
Carole Trapnell (Note 14)
| 4,500 | 0.0036 |
Note 9: Vicki-Anne Dance is the wife of Steven Dance (Interserve executive director).
Note 10: Elizabeth Melizan is the wife of Bruce Melizan (Interserve executive director).
Note 11: Lynne Paterson is the wife of David Paterson (Interserve executive director).
Note 12: David D Paterson is the son of David J Paterson (Interserve executive director) and holds 432 shares through Barclays Stockbrokers.
Note 13: Stephanie Claire Sutherland is the wife of Douglas Sutherland (Interserve executive director).
Note 14: Carole Trapnell is the wife of David Trapnell (Interserve non-executive director).
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: | 11 March 2011 |
| Contact name: | Trevor Bradbury |
| Telephone number: | +44 (0)118 960 2328 |
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.