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9 Feb 2016 08:48
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) Full name of discloser: | XLMedia 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. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | XLMedia Plc |
(d) Is the discloser the offeror or the offeree? | Offeree |
(e) Date position held: The latest practicable date prior to the disclosure | 8 February 2016 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | No |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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.
(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 US $0.000001 each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | 0 | Nil | 0 |
(2) Cash-settled derivatives:
| Nil | 0 | Nil | 0 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0 | Nil | 0 |
TOTAL: | Nil | 0 | Nil | 0 |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), 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: | N/A |
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 (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
The Directors of XLMedia Plc (the "Company") have the following interests in the Company:
The Directors of the Company have the following interests in options over ordinary shares in the Company:
1 1,462,502 of these Ordinary Shares (approximately 0.73% of the Company's issued voting share capital) are held directly by Ory Weihs and 8,447,339 Ordinary Shares (approximately 4.22% of the Company's issued voting share capital) are held through an indirect economic interest in (but with no control of the voting rights attaching to) the 85,040,237 Ordinary Shares held by Webpals Enterprises Limited Partnership through its general partner Webpals Enterprises Limited.
2 90,000 of these Ordinary Shares have already vested and the remaining 180,000 Ordinary Shares will vest pro rata on a quarterly basis with the final vesting on 21 January 2018.
3 60,000 of these Ordinary Shares have already vested and the remaining 120,000 Ordinary Shares will vest pro rata on a quarterly basis with the final vesting on 21 January 2018.
4 83,333 of these Ordinary Shares have already vested and the remaining 416,665 Ordinary Shares will vest pro rata on a quarterly basis with the final vesting on 21 March 2014.
5 192,500 of these Ordinary Shares have already vested and the remaining 385,000 Ordinary Shares will vest pro rata on a quarterly basis with the final vesting on 1 January 2017.
In addition to the persons set out above, the following persons have the following interests in the Company:
6 Webpals Enterprises Limited is the general partner of Webpals Enterprises Limited Partnership ("WELP"), which is considered to be acting in concert with Zvika Barinboim, Avner Yassur, Marc Zalcman, Gil Moram, Shay Ben-Yitzhak, Alex Rabinovitch, Dejan Nikolic, Ory Weihs, Assaf Levy and Yaron Nahari.
Mr Barinboim and Mr Yassur together have sole ultimate control of the voting rights attaching to the 85,040,237 Ordinary Shares (the "WELP Shareholding"). Mr Barinboim holds his interest in WELP indirectly through S.G. Textile Holdings Limited ("SG Textile") in which he ultimately holds an 86% interest with the remaining 14% interest held by Mr Zalcman. Mr Moram is chief executive officer of SG Textile.
Each of Mr Ben-Yitzhak, Mr Rabinovitch, Mr Nikolic, Mr Weihs, Mr Levy and Mr Nahari holds an indirect economic interest in (but with no control of the voting rights attaching to) the WELP Shareholding.
7 1,462,502 of these Ordinary Shares (approximately 0.73% of the Company's issued voting share capital) are held directly by Mr Weihs and 8,447,339 Ordinary Shares (approximately 4.22% of the Company's issued voting share capital) are held through an indirect economic interest in (but with no control of the voting rights attaching to) the WELP Shareholding.
In addition to the persons set out above, the following persons have the following interests in options over ordinary shares in the Company:
8 157,500 of these Ordinary Shares have already vested and the remaining 78,750 Ordinary Shares will vest pro rata on a quarterly basis with the final vesting on 1 April 2016.
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Details of any open stock-settled derivative positions (including traded options), 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: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
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" |
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: | 9 February 2016 |
| Contact name: | Eran Vital |
| Telephone number: | +972722410145 |
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 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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