18 Apr 2011 12:33
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: | Pinewood Shepperton 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 | Pinewood Shepperton plc |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | Offeree |
(e) Date position held: | 18 April 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 |
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:
| Ordinary shares of £0.10 each | |||
| 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: | 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: | |||||||||
Name | Number of Pinewood Shepperton Ordinary Shares | % of Pinewood Shepperton Share Capital | |||||||
Ivan Dunleavy (note 1) | 1,161,458 | 2.51 | |||||||
Lord and Lady Grade of Yarmouth (note 2) | 620,486 | 1.80 | |||||||
Patrick Garner | 107,359 | 0.23 | |||||||
Mrs R Dunleavy | 65,000 | 0.14 | |||||||
Miss E Dunleavy | 35,000 | 0.08 | |||||||
Mrs S J Garner | 36,305 | 0.08 | |||||||
Miss C E Garner | 34,821 | 0.08 | |||||||
Adrian Burn | 36,660 | 0.08 | |||||||
Mrs R J Comyn | 30,337 | 0.07 | |||||||
Mrs J Burn | 30,000 | 0.06 | |||||||
Miss L Dunleavy | 25,000 | 0.05 | |||||||
Nicholas Smith | 25,196 | 0.05 | |||||||
Nigel Hall | 18,829 | 0.04 | |||||||
James Donald | 10,000 | 0.02 | |||||||
Note 1: 115,278 shares are held directly by Ivan Dunleavy, 75,000 shares are held through Greenwood Nominees Limited, 35,000 shares are held through Smith & Williamson Nominees Limited on behalf of Smith & Williamson Investment Management, trustee of the Dunleavy Family Sun Trust, of which Ivan Dunleavy is a beneficiary and 936,180 are held through the I Dunleavy 2000 Settlement of which Ivan Dunleavy is the beneficiary.
Note 2: Held through the Michael Grade Life Interest Settlement Trust of which Lord Grade is the beneficiary.
| |||||||||
The following Directors of the Company have the right to acquire the Company's shares pursuant to the Company's Sharesave Scheme:
| |||||||||
Date of grant | Number of shares subject to SAYE Option | Exercise Price (p) | Lapse date | ||||||
Ivan Dunleavy | 27 April 2009 | 16,234 | 96.4 | 27 April 2019 | |||||
Nicholas Smith | 27 April 2009 | 9,491 | 96.4 | 27 April 2019 | |||||
The following Directors of the Company have the right to acquire the Company's shares pursuant to the Company's Share Option Plan:
| |||||||||
Date of grant | Number of shares subject to SAYE Option | Exercise Price (p) | Lapse date | ||||||
Ivan Dunleavy | 1 April 2010 | 19,867 | 151 | 1 April 2020 | |||||
Patrick Garner | 1 April 2010 | 19,867 | 151 | 1 April 2020 | |||||
Nicholas Smith | 1 April 2010 | 19,867 | 151 | 1 April 2020 | |||||
The following Directors of the Company have the right to acquire the Company's shares pursuant to the Company's Long Term Incentive Plan:
| |||||||||
Date of grant | Number of shares subject to LTIP Award | Lapse date | |||||||
Ivan Dunleavy | 7 May 2008 | 152,954 | 7 May 2018 | ||||||
Ivan Dunleavy | 24 June 2008 | 63,130 | 24 June 2018 | ||||||
Ivan Dunleavy | 1 April 2010 | 288,079 | 1 April 2020 | ||||||
Ivan Dunleavy | 18 May 2010 | 40,000 | 18 May 2020 | ||||||
Ivan Dunleavy | 9 March 2011 | 199,346 | 9 March 2021 | ||||||
Patrick Garner | 7 May 2008 | 105,485 | 7 May 2018 | ||||||
Patrick Garner | 24 June 2008 | 23,558 | 24 June 2018 | ||||||
Patrick Garner | 1 April 2010 | 198,675 | 1 April 2020 | ||||||
Patrick Garner | 9 March 2011 | 134,640 | 9 March 2021 | ||||||
Nicholas Smith | 7 May 2008 | 84,388 | 7 May 2018 | ||||||
Nicholas Smith | 1 April 2010 | 168,874 | 1 April 2020 | ||||||
Nicholas Smith | 9 March 2011 | 130,718 | 9 March 2021 | ||||||
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: | 18 April 2011 |
| Contact name: | Andrew Smith |
| Telephone number: | 01753 651 700 |
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.