1 Oct 2015 15:36
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: | Densitron Technologies plc ("Densitron") |
(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 | Densitron |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | Offeree |
(e) Date position held: | 24 September 2015 |
(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 1p each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | - | - | - | - |
(2) Derivatives (other than options): | - | - | - | - |
(3) Options and agreements to purchase/sell: | - | - | - | - |
TOTAL: | - | - | - | - |
(b) Rights to subscribe for new securities
None
(c) Irrevocable commitments
Details of any irrevocable commitments 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): | ||||||||||||||||||||||||||||||||||||||||||||||||||
Definitions used in this disclosure are taken from the Rule 2.7 announcement issued by Densitron on 25 September 2015 (the "Announcement"). Quixant plc has received irrevocable undertakings to accept (or procure acceptance of, as the case may be) the Offer in respect of the following Densitron Shares: Directors The Densitron Directors have given irrevocable undertakings in relation to the Proposals as follows:
* assuming that no Densitron Shares are issued prior to the Court Meeting pursuant to the Scheme. * * relevant securities held in the name of CGWL Nominees Limited as nominee for Sterling Property Trust Limited These irrevocable undertakings include undertakings in respect of their stated beneficial holdings of Densitron Shares: (i) to cast, or, where applicable, procure the casting of, all voting rights attaching to such Densitron Shares in favour of any resolutions required to give effect to the Scheme at the General Meeting or the Court Meeting; (ii) if Quixant exercises its right to structure the Acquisition as a Takeover Offer, to accept or procure the acceptance of such Offer; and (iii) not to accept any offer made or proposed to be made in respect of the Densitron Shares by any person other than Quixant, or, where applicable, to procure that no such offer is accepted.
These irrevocable undertakings would have ceased to be binding if the Announcement had not been released by 5.00 p.m. (London time) on 2 October 2015 or such later date as Quixant and Densitron had agreed.
Institutional and other Densitron Shareholders The following Densitron Shareholders have given irrevocable undertakings in relation to the Acquisition and Scheme as follows:
The undertakings and the numbers referred to in this table refer only to those Densitron Shares to which the relevant Densitron Shareholder is beneficially entitled and any share such Densitron Shareholder is otherwise able to control the exercise of in terms of the rights attaching to such share, including the ability to procure the transfer of such share (assuming that no Densitron Shares are issued prior to the Court Meeting pursuant to the Densitron Scheme).
These irrevocable undertakings include undertakings from the relevant Densitron Shareholder in respect of their entire beneficial holdings of Densitron Shares and any Densitron Shares which they are otherwise able to control the exercise of in terms of the rights attaching to such share, including the ability to procure the transfer of such share: (i) to cast, or, where applicable, procure the casting of, all voting rights attaching to such Densitron Shares in favour of any resolutions in favour of the Scheme or required to give effect to the Scheme at the General Meeting or the Court Meeting; (ii) if Quixant exercises its right to structure the Acquisition as a Takeover Offer, to accept or procure the acceptance of such Offer; and (iii) not to accept any offer made or proposed to be made in respect of the Densitron Shares by any person other than Quixant.
These irrevocable undertakings would have ceased to be binding if the Announcement had not been released by 5.00 p.m. (London time) on 2 October 2015. The irrevocable undertakings from each of Grahame Falconer, Tim Pearson and John Farrell, shall lapse and cease to be binding if (i) the Offer is not made (by publication of the Offer Document or Scheme Document, as the case may be) on substantially the terms and conditions set out or referred to in the Announcement (and/or such other terms and conditions as may be agreed by the Company and Offeror and/or required by the Code and/or the requirements of the London Stock Exchange) by the date which is 28 days from the date of the Announcement (or such later date as the Panel may permit); or (ii) the Offer does not become effective, lapses, is withdrawn or otherwise becomes incapable of ever becoming effective, as the case may be, on or before the Long Stop Date. The irrevocable undertakings from the three major shareholders shall lapse and cease to be binding if (i) the Offer is not made (by publication of the Offer Document or Scheme Document, as the case may be) on substantially the terms and conditions set out or referred to in the Announcement (and/or such other terms and conditions as may be agreed by the Company and Offeror and/or required by the Code and/or the requirements of the London Stock Exchange) by the date which is 28 days from the date of the Announcement (or such later date as the Panel may permit); or (ii) the Offer does not become effective, lapses, is withdrawn or otherwise becomes incapable of ever becoming effective, as the case may be, on or before the Long Stop Date. |
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: | ||||||||||||||||||
3(a). Interests of directors of Densitron:
* assuming that no Densitron Shares are issued prior to the Court Meeting pursuant to the Scheme. ** relevant securities held in the name of CGWL Nominees Limited as nominee for Sterling Property Trust Limited
3(b) Directors' rights to subscribe for Densitron shares:
None
3(c). Interests of connected advisers:
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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
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
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 1 October 2015 |
| Contact name: | Grahame Falconer |
| Telephone number: | +44 (0) 207 648 4200 |
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.