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24 Nov 2010 12:11
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FORM 8 (OPD)
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PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
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1. KEY INFORMATION
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(a) Identity of the party to the offer making the disclosure: | TRIPLE PLATE JUNCTION 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 | Tony Shearer (Director) Patrick Gorman (Director) Bill Howell (Director) Chris Goss (Director) Terry Cross (Director) Daniel Stewart & Company plc ( Corporate Adviser) |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | Triple Plate Junction Limited |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | Offeree |
(e) Date position held: | 24 November 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 If YES, specify which: |
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2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
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Class of relevant security: Β | ||||
Β Β | Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | ||||
(2) Derivatives (other than options): | ||||
(3) Options and agreements to purchase/sell: | ||||
Β TOTAL: | ||||
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All interests and all short positions should be disclosed.
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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).
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Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
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(b) Rights to subscribe for new securities
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Class of relevant security in relation to which subscription right exists: | Ordinary shares of 1p each |
Details, including nature of the rights concerned and relevant percentages: | Β Β Β Β Β Β Β |
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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 2(a) or (b) (as appropriate) for each additional class of relevant security.
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(c) Irrevocable commitments and letters of intent
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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): |
Β Β Β |
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3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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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: |
Tony Shearer - a) Options over 2,500,000 Ordinary Shares of 1p each granted from 25 June 2010 exercisable at 1.1p each. The Options vest over a three year period with one third vesting on each of 1 June 2011,1 June 2012 and 1 June 2013 provided the Company's share price reaches 2.2p per share; b) a right to receive a total of 5,100,000 Ordinary Shares of 1p each - 1,800,000 shares on 30 September 2010, 1,200,000 shares when the Company's share price reaches 3p per share; 1,200,000 shares when the Company's share price reaches 5p per share; and 900,000 when the Company's share price reaches 10p per share; and c) a right to elect to convert up to Β£3,000 into 300,000 Ordinary Shares of 1 p each being 25% of Β£12,000 (6 months salary from 1 June 2010 to 30 November 2010 at Β£2,000 per month). Β Β Patrick Gorman - a) Options over 2,500,000 Ordinary Shares of 1p each granted from 25 June 2010 exercisable at 1.1p each. The Options vest over a three year period with one third vesting on each of 1 June 2011,1 June 2012 and 1 June 2013 provided the Company's share price reaches 2.2p per share. b) a right to receive a total of 5,100,000 Ordinary Shares of 1p each - 1,800,000 shares on 30 September 2010, 1,200,000 shares when the Company's share price reaches 3p per share; 1,200,000 shares when the Company's share price reaches 5p per share; and 900,000 when the Company's share price reaches 10p per share; and c) a right to elect to convert up to Β£3,000 into 300,000 Ordinary Shares of 1 p each being 25% of Β£12,000 (6 months salary from 1 June 2010 to 30 November 2010 at Β£2,000 per month). Β Bill Howell - a) Options over 1,000,000 Ordinary Shares of 1p each granted from 25 June 2010 exercisable at 1.1p each. The Options vest over a three year period with one third vesting on each of 1 June 2011,1 June 2012 and 1 June 2013 provided the Company's share price reaches 2.2p per share; b) Options over 1,200,000 Ordinary Shares of 1p each exercisable at 29.5p each; c) Options over 400,000 Ordinary Shares of 1p each exercisable at 30p each; d) Options over 933,333 Ordinary Shares of 1p each exercisable at 39.5p each Β Chris Goss - a) Options over 500,000 Ordinary Shares of 1p each granted from 25 June 2010 exercisable at 1.1p each. The Options vest over a three year period with one third vesting on each of 1 June 2011,1 June 2012 and 1 June 2013 provided the Company's share price reaches 2.2p per share; b) a right to receive a total of 1,700,000 Ordinary Shares of 1p each - 600,000 shares on 30 September 2010, 400,000 shares when the Company's share price reaches 3p per share; 400,000 shares when the Company's share price reaches 5p per share; and 300,000 when the Company's share price reaches 10p per share; and c) a right to elect to convert up to Β£2,591 into 259,091 Ordinary Shares of 1 p each being 25% of Β£10,364 (salary from 25 June 2010 to 30 November 2010). Β Terry Cross- a) Options over 500,000 Ordinary Shares of 1p each granted from 25 June 2010 exercisable at 1.1p each. The Options vest over a three year period with one third vesting on each of 1 June 2011,1 June 2012 and 1 June 2013 provided the Company's share price reaches 1.9p per share and b) a right to elect to convert up to Β£7,500 into Ordinary Shares of 1 p each being 25% of Β£29,150 (5.5 months salary from 16 June 2010 to 30 November 2010 at Β£5,300 per month). Β Daniel Stewart & Co Limited - Warrants over 5,375,398 Ordinary Shares of 1p each granted from 10 November 2010 exercisable at 2.5 p per share for a period of five years from the date of grant Β Β Β |
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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.
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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).
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Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
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4. OTHER INFORMATION
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(a) Indemnity and other dealing arrangements
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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" |
Β NONE Β |
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(b) Agreements, arrangements or understandings relating to options or derivatives
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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" |
Β NONE Β |
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(c) Attachments
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Are any Supplemental Forms attached?
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Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
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| Date of disclosure: | 24/11/2010 |
| Contact name: | |
| Telephone number: |
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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.
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The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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