20 Nov 2013 14:39
AMENDMENT MADE TO SECTION 3
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: |
600 Group 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 |
600 Group PLC |
(d) Is the party to the offer making the disclosure the offeror or the offeree? |
OFFEREE |
(e) Date position held: |
18 September 2013 |
(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:
| ||||
| 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: |
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: | |||||||||||||||||||||||||||
Nigel Rogers, a director of the offeree has an interest in 1,209,728 ordinary shares of 1p each in the offeree, and over 2,750,000 options (at an exercise price of 10 pence). The vesting date of the options is between 19 November 2015 and 19 November 2022. In the event of a takeover, the options will immediately vest in full.
Neil Carrick, a director of the offeree has an interest in 62,734 ordinary shares of 1p each in the offeree, and over 1,750,000 options (at an exercise price of 10 pence). The vesting date of the options is between 19 November 2015 and 19 November 2022. In the event of a takeover, the options will immediately vest in full.
Derek Zissman, a director of the offeree has an interest in 150,000 ordinary shares of 1p each in the offeree.
Steve Rutherford, a director of the offeree has an interest in 20,000 ordinary shares of 1p each in the offeree.
Haddeo Partners LLP, of which Paul Dupee, a director of the offeree, is a member, has an interest in 22,792,535 ordinary shares of 1p each in the offeree. In addition, Haddeo Partners LLP has an interest in detachable warrants over 4,050,000 ordinary shares of 1p each in the offeree at a conversion price of 20 pence and warrants over 1,000,000 ordinary shares of 1p each in the offeree at a conversion price of 20 pence. The warrants can be exercised at any time before 27 August 2015.
WH Ireland Limited is deemed by the Takeover Panel to be acting in concert with Haddeo Partners LLP. WH Ireland Limited (as discretionary manager) has an interest in 87,500 ordinary shares of 1p each in the offeree. In addition, WH Ireland Limited (as discretionary manager) has an interest in detachable warrants over 615,000 ordinary shares of 1p each in the offeree at a conversion price of 20 pence. The warrants can be exercised at any time before 27 August 2015.
The following individuals (including their immediate families and related trusts) are also deemed by the Takeover Panel to be acting in concert with Haddeo Partners LLP by virtue of their employment with WH Ireland Limited and their participation in the issue of a convertible loan in August 2010. Set out below is their interest in ordinary shares of 1p each in the offeree and in detachable warrants over ordinary shares of 1p each in the offeree with a conversion price of 20 pence:
The warrants can be exercised at any time before 27 August 2015.
Rupert Hambro & Partners Limited Pension Scheme as also been deemed to be acting in concert with Haddeo Partners LLP by virtue of the fact that Mr Rupert Nicholas Hambro is a Trustee of Rupert Hambro & Partners Limited Pension Scheme and a director of JO Hambro Limited, which is a corporate member of Haddeo Partners LLP. Rupert Hambro & Partners Limited Pension Scheme has an interest in detachable warrants over 500,000 ordinary shares of 1p each in the offeree at a conversion price of 20 pence. The warrants can be exercised at any time before 27 August 2015.
finnCap Ltd, broker to the offeree has an interest in 86,420 ordinary shares of 1p each in the offeree.
|
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: | 19 September 2013 |
| Contact name: | Sean Wyndham-Quin |
| Telephone number: | 0113 370 8975 |
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.