Last checked at 16 Jul 2014 11:29
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: | Destination Maternity Corporation ("Destination Maternity") |
(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:
| Mothercare plc |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | Offeror |
(e) Date position held: | 15 July 2014 |
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | Yes, Destination Maternity Corporation |
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:
| Shares of Common Stock (excluding treasury shares) | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 0 | 0 | 0 | 0 |
(2) Derivatives (other than options): | 0 | 0 | 0 | 0 |
(3) Options and agreements to purchase/sell: | 0 | 0 | 0 | 0 |
TOTAL: | 0 | 0 | 0 | 0 |
(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 |
(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: |
None
|
3.1 Destination Maternity Directors
Name | Number of Shares of Common Stock held | Percentage of total issued common stock (excluding treasury shares) |
Ed Krell | 0 | 0 |
Arnaud Ajdler | 0 | 0 |
Barry Erdos | 0 | 0 |
Michael Blitzer | 0 | 0 |
Joseph Goldblum | 0 | 0 |
William Schwartz, Jr. | 0 | 0 |
Melissa Payner-Gregor | 0 | 0 |
Allen Weinstein | 0 | 0 |
3.2 Advisers to Destination Maternity
Bank of America Merrill Lynch
Class of relevant security:
| Shares of Common Stock | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 0 | 0 | 0 | 0 |
(2) Derivatives (other than options): | 0 | 0 | 0 | 0 |
(3) Options and agreements to purchase/sell: | 0 | 0 | 0 | 0 |
TOTAL: | 0 | 0 | 0 | 0 |
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) | |
Supplemental Form 8 (SBL) |
Date of disclosure: | 16 July 2014 |
Contact name: | Peter Bell / David Russell / David Finkelstein |
Telephone number: | +44 207 996 1000 |