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Form 8 (OPD) (WFCA)

21 Aug 2012 15:33

RNS Number : 4914K
WFCA PLC
21 August 2012
 



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:

WFCA 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

WFCA PLC

(d) Is the party to the offer making the disclosure the offeror or the offeree?

OFFEREE

(e) Date position held:

16 AUGUST 2012

(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

YES

 

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:

 

N/A

 

 

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:

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:

Nil

Details, including nature of the rights concerned and relevant percentages:

Nil

 

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):

 

Nil

 

 

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:

 

 

Details of WFCA shares held by the WFCA Directors:

 

Number of ordinary shares of £0.01 each

Percentage of currently issued share capital

RODGER GORDON BRAIDWOOD, Non-Executive Director of WFCA

14,326,070

3.86%

LAWSHARE NOMINEES LIMITED, a company connected to Steve Latter, Group Financial Director of WFCA

5,039,534

1.36%

HAWK INVESTMENT HOLDINGS LIMITED, a company connected to Bob Morton, Non-Executive Chairman of WFCA

162,916,677

 

43.91%

JOHN FOLEY, Non-Executive Director of WFCA, acting in concert with Bob Morton

20,266,666

5.46%

Total

202,548,947

54.59%

 

In addition, Hawk Investment Holdings Limited has investments in Porta Communications Plc.

 

The interests of WFCA Directors in share options are:

 

Date of Grant

Exercise Date

Expiry Date

Exercise Price

Number at 1.07.11 and 30.04.12

STEPHEN LATTER

27.7.09

1.7.10

30.6.18

2p

1,000,000

27.7.09

26.7.10

25.7.18

2p

1,000,000

1.4.10

31.3.12

30.3.20

2p

500,000

RODGER BRAIDWOOD

27.7.09

5.4.10

4.4.18

2p

850,000

ROBERT HAMER

27.7.09

26.7.10

25.7.18

2p

1,000,000

 

No share options held by the directors expired or lapsed and no options were granted, for the year ending 30 April 2012.

 

 

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"

 

Nil

 

 

(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"

 

Nil

 

 

(c) Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

21 AUGUST 2012

Contact name:

Stephen Latter

Telephone number:

01892 703 201

 

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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