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25 Apr 2012 15:34
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: | UMECO 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 | UMECO PLC |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEREE |
(e) Date position held: | 24 APRIL 2012 |
(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:
| 25p ordinary shares | |||
| 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: | 0 | 0 | 0 | 0 |
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: | NONE |
Details, including nature of the rights concerned and relevant percentages: | NONE |
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: |
See below
|
3.1 Shares held by the directors of Umeco plc
Director | Number of Umeco shares | Interest in Umeco (%) |
Neil Johnson | 50,000 | 0.103 |
Andrew Moss | 52,309 | 0.108 |
Steve Bowers | 10,005 | 0.021 |
Chris Hole | 5,000 | 0.010 |
Stephen Bird | 20,000 | 0.041 |
3.2 Rights to subscribe in Umeco plc
Deferred share awards granted as part of the Umeco plc executive directors' annual bonus award
Director | Date of grant | Mid-market price on date of award (pence) | Number of Umeco shares | Date by which qualifying conditions must be fulfilled |
Andrew Moss | 13 June 200920 June 20118 August 2011 | 230.9380.0335.0 | 25,46539,28853,731 | 12 June 201220 June 20148 August 2014 |
Steve Bowers | 13 June 200920 June 20118 August 2011 | 230.9380.0335.0 | 9,33712,97728,358 | 12 June 201220 June 20148 August 2014 |
Umeco plc 2010 Performance Share Plan
Director | Date of grant | Award price1 | Number of Umeco Shares | Date by which qualifying conditions must be fulfilled |
Andrew Moss | 21 June 201121 June 2011 | 393.32375.43 | 39,40747,946 | 31 July 201321 June 2014 |
Steve Bowers | 21 June 201121 June 2011 | 393.32375.43 | 16,27125,304 | 31 July 201321 June 2014 |
1 The awards under the Umeco plc Performance Share Plan take the form of nil-cost options.
2 A share price of 393.3p per share was used for the 2010 award (which was granted in June 2011), being the average closing mid-price on the three days commencing with the date of approval of the PSP by shareholders in July 2010.
3 A share price of 375.4p per share was used for the 2011 award, being the average closing mid-price on the three days commencing with the date of the preliminary announcement of results for 2010/11.
Umeco Sharesave Scheme
Director | Date of grant | Exercise price (pence) | Number of Umeco Shares | Option lapse Date |
Andrew Moss | 6 August 2009 | 159.0 | 5,707 | 1 April 2013 |
Steve Bowers | 6 August 2009 | 159.0 | 5,707 | 1 April 2013 |
Umeco Chairman's 2010 Share Award Plan
Director | Date of grant | Number of Umeco Shares |
Neil Johnson | 16 June 2011 | 300,000 |
Under the Umeco Chairman's 2010 Share Award Plan, Neil Johnson is entitled to an award of up to 300,000 Umeco Shares provided that he continues to hold his own shareholding and generally remains appointed by Umeco until 19 October 2012 or the occurrence of a person obtaining control of Umeco by way of general offer or by way of scheme of arrangement by becoming the owner of more than 50 per cent. of the Umeco shares. In order for the shares to vest, both a price condition and a total shareholder return condition (in relation to the FTSE Small Cap Index) must be satisfied.
3.3 Shares held by family members of Umeco plc directors
Name | Number of Umeco Shares | Interest in Umeco (%) |
Jane Moss (Andrew Moss' wife) | 77,190 | 0.159 |
Fiona Bowers (Steve Bowers' wife) | 6,227 | 0.013 |
Jill Zacharias (Graham Zacharias' wife) | 5,000 | 0.010 |
Adam Moss (Andrew Moss' son) | 178 | 0.000 |
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: | 25 April 2012 |
| Contact name: | Tom O'Neilltom.oneill@slaughterandmay.com |
| Telephone number: | +44(0)20 7090 3589 |
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.
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