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Form 8 (OPD) Liberty PLC

19 May 2010 15:21

RNS Number : 2146M
BlueGem Capital Partners LLP
19 May 2010
 



Press Announcement

For immediate release

19 May 2010

Company

BLUEGEM GAMMA LIMITED

Title

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:

BLUEGEM GAMMA 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

 

 

 

 

(c)

Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each party to the offer

LIBERTY PLC

 

 

 

(d)

Is the party to the offer making the disclosure the offeror or the offeree?

OFFEROR

 

 

 

(e)

Date position held:

19 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:

 

 

 

Interests

Short positions

 

Number

%

Number

%

(1)

Relevant securities owned and/or controlled:

NIL

 

NIL

 

(2)

Derivatives (other than options):

NIL

 

NIL

 

(3)

Options and agreements to purchase/sell:

NIL

 

NIL

 

 

TOTAL:

 

 

 

 

 

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:

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):

 

Summary of principal terms of Liberty Offer Irrevocables

 

BlueGem has received hard irrevocable undertakings as follows:

 

MWB Retail Stores Shareholder Limited

15,440,412

68.3%

Cartesian Partners LP

2,359,177

10.4%

Principle Capital Investments Limited

1,693,541

7.5%

MWB Management Services Limited

6,997

0.0%

 

 

 

Total hard irrevocables

19,500,127

86.3%

 

Each person who has entered into a hard irrevocable undertaking has undertaken (on its own behalf and on behalf of its associates) inter alia not to (i) sell, transfer, charge, encumber, grant any option over or otherwise dispose of any interest in any ordinary shares such person holds in Liberty; (ii) accept any other offer in respect of its ordinary shares in Liberty; (iii) purchase, sell or otherwise deal in ordinary shares in Liberty or any interest therein; (iv) requisition any shareholder meeting of Liberty; or (v) agree to do any of the things described in (i) or (ii) above.

 

Such persons have further undertaken inter alia to accept or procure the acceptance of the Proposed Offer in respect of their ordinary shares in Liberty and not to withdraw or procure the withdrawal of such acceptance.

 

From the time that a Proposed Offer is announced to the time that a Proposed Offer becomes wholly unconditional, lapses or is withdrawn, such persons have undertaken to exercise votes (and or any other rights) attaching to their ordinary shares in Liberty in accordance with BlueGem's directions in relation to the passing or proposal of any resolution necessary to implement the Proposed Offer or which, if passed, might result in any condition of the Proposed Offer not being fulfilled or which might impede or frustrate the Proposed Offer.

 

The undertakings provided by MWB, MWB Retail Stores Shareholder Limited and MWB Management Services Limited are conditional on the sale by MWB of the Relevant Liberty Shares pursuant to the Proposed Offer being approved by shareholders of MWB at a general meeting of the shareholders of MWB.

 

The undertakings shall also lapse and shall cease to be binding if the Proposed Offer is not formally announced by 8 June 2010; or if after the Proposed Offer is announced the Panel on Takeovers and Mergers consents to BlueGem not making the offer or an event occurs which means that BlueGem is no longer required by the Takeover Code to proceed with the Offer; or if the offer document and associated form of acceptance in respect of the Proposed Offer is not posted within 28 days of the formal announcement of the Proposed Offer; or if the Proposed Offer once formally announced lapses or is withdrawn in accordance with the Takeover Code.

 

In addition, the directors of Liberty have undertaken inter alia (i) to recommend the Proposed Offer to the shareholders of Liberty; (ii) not to solicit, initiate or encourage any other person to make an offer for Liberty; and (iii) except where required by his duties as a director of Liberty or under the Takeover Code, and in any event only in response to an unsolicited approach, not to enter into or continue discussions or agreements with, or provide any information to any person considering making such an offer or otherwise take any action which might be prejudicial to the outcome of the Proposed Offer.

 

Capitalised terms above are as defined in the 2.4 announcement dated 7 May 2010.

 

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:

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 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:

19 MAY 2010

 

 

Contact name:

MARCO ANATRIELLO

 

 

Telephone number:

020 7647 9714

 

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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