Last checked at 29 Jun 2010 11:29
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: | CH2M HILL Star Holdings Limited, a wholly owned subsidiary of CH2M HILL Companies, Ltd |
| (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 | Scott Wilson Group plc |
| (d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEROR |
| (e) Date position held: | 28 June 2010 |
| (f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | NO
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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:
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| Interests | Short positions | ||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | 9,656,277 | 13.12 |
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| (2) Derivatives (other than options): |
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| (3) Options and agreements to purchase/sell: |
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TOTAL: | 9,656,277 | 13.12 |
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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: | N/A |
| 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): |
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CH2M HILL has received irrevocable undertakings from Artemis Investment Management Limited ("Artemis") and Aviva Investors Global Services Limited ("Aviva") to accept the Offer in respect of in aggregate 3,694,519 Scott Wilson Shares, representing in aggregate approximately 5.0 per cent. of the existing issued ordinary share capital of Scott Wilson.
The irrevocable undertaking from Artemis is in respect of 1,320,375 Scott Wilson Shares, representing approximately 1.8 per cent. of the existing issued ordinary share capital of Scott Wilson. This irrevocable undertaking will cease to be binding if a third party announces a firm intention to make an offer under which the consideration is not less than 10% greater than the value per Scott Wilson Share offered pursuant to the Offer unless the Offeror has announced an improvement to the terms of the competing offer of at least 1 pence per Scott Wilson Share within seven days of the third party offer being made.
The irrevocable undertaking from Aviva is in respect of 2,374,144 Scott Wilson Shares, representing approximately 3.2 per cent. of the existing issued ordinary share capital of Scott Wilson. This irrevocable undertaking will cease to be binding if: (i) a third party announces a firm intention to make an offer under which the consideration is not less than 10% greater than the value per Scott Wilson Share offered pursuant to the Offer; (ii) the Offer Document is not posted to Scott Wilson Shareholders within 28 days of today (or such longer period as the Offeror and Scott Wilson may, with the consent of the Panel, determine); (iii) the Offer lapses or is withdrawn; (iv) this undertaking is required to be withdrawn by any court or competent regulator; or (v) if there is a material change in the information relating to the Offer upon which Aviva based its decision to provide this undertaking.
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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: |
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NONE
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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" |
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NONE
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(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" |
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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: | 29 June 2010 |
| Contact name: | Jaqueline Rast |
| Telephone number: | +44 (0) 207 404 5959 |
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.