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30 Sep 2010 17:10
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
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(a) Identity of the party to the offer making the disclosure: |
EVOLUTION GROUP PLC |
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(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient |
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer |
EVOLUTION GROUP PLC |
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(d) Is the party to the offer making the disclosure the offeror or the offeree? |
OFFEROR |
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(e) Date position held: |
29 SEPTEMBER 2010 |
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(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? |
YES If YES, specify which: PANMURE GORDON & CO PLC |
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
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Class of relevant security:
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Interests |
Short positions |
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Number |
% |
Number |
% |
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(1) Relevant securities owned and/or controlled: |
0 |
0 |
0 |
0 |
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(2) Derivatives (other than options): |
0 |
0 |
0 |
0 |
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(3) Options and agreements to purchase/sell: |
0 |
0 |
0 |
0 |
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TOTAL: |
0 |
0 |
0 |
0 |
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
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Class of relevant security in relation to which subscription right exists: |
- |
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Details, including nature of the rights concerned and relevant percentages: |
- |
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
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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): |
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-
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3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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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: |
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ORDINARY SHARES |
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A Snow (Director) |
5,630,002* |
2.424% |
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M Gray (Director) |
35,000 |
0.015% |
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I MacLaurin (Director) |
125,800 |
0.054% |
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P Gibbs (Director) |
100,000 |
0.043% |
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M Nicholls (Director) |
20,000 |
0.009% |
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C Chambers (Director) |
126,000 |
0.054% |
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P Howell (Director) |
1,774** |
0.001% |
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Williams de Broe Ltd on behalf of discretionary clients |
988,747 |
0.426% |
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TOTAL |
7,027,323 |
3.025% |
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* Total includes 21,184 shares held under the 2003 Share Incentive Plan **All shares are held under the 2003 Share Incentive Plan |
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OPTIONS |
Alex Snow |
Andrew Westenberger |
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2002 ESIP Amount |
2,000,000 |
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Grant Date |
19 May 2009 |
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Exercise Price |
1p per share |
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Vesting Date |
19 May 2011 |
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2002 ESIP Amount |
175,179 |
150,000 |
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Grant Date |
8 April 2009 |
8 April 2009 |
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Exercise Price |
1p per share |
1p per share |
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Vesting Date |
8 April 2012 |
8 April 2012 |
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2002 ESIP Amount |
378,151 |
89,286 |
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Grant Date |
25 March 2010 |
25 March 2010 |
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Exercise Price |
1p per share |
1p per share |
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Vesting Date |
25 March 2013 |
25 March 2013 |
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2002 ESIP |
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200,000 |
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Grant Date |
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26 April 2010 |
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Exercise Price |
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1p per share |
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Vesting Date |
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8 April 2013 |
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Total 2002 ESIP Shares Under Option |
2,553,330 |
439,286 |
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2010 Partnership Equity Plan - JSOP |
3,500,000 |
2,000,000 |
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Grant Date |
25 March 2010 |
25 March 2010 |
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Vesting Dates (see below) |
25 March 2013 25 March 2014 25 March 2015 |
25 March 2013 25 March 2014 25 March 2015 |
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Details
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Alex Snow subscribed for partnership equity representing a potential interest of up to a maximum of 3.5m ordinary shares at an aggregate subscription cost of £175,000 |
Andrew Westenberger subscribed for partnership equity representing a potential interest of up to a maximum of 2m ordinary shares at an aggregate subscription cost of £100,000 |
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JSOP Rules Subject to satisfying certain financial and other performance conditions, including achievement of share price growth in the Company above a hurdle rate, together with continued employment, the potential interests in ordinary shares can be realised in three equal tranches after the third, fourth and fifth anniversaries of grant. |
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Definitions JSOP - Joint Share Ownership Plan ESIP - Executive Share Incentive Plan |
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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
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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" |
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NONE
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(b) Agreements, arrangements or understandings relating to options or derivatives
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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" |
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NONE
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(c) Attachments
Are any Supplemental Forms attached?
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Supplemental Form 8 (Open Positions) |
NO |
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Supplemental Form 8 (SBL) |
NO |
| Date of disclosure: |
30 SEPTEMBER 2010 |
| Contact name: |
TONY LEE |
| Telephone number: |
020 7071 4300 |
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.
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