TIDMCRG
RNS Number : 8675Q
2IL Orthopaedics Limited
12 November 2012
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: 2IL ORTHOPAEDICS LIMITED
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(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 CORIN GROUP PLC
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(d) Is the party to the offer making the disclosure the offeror or the offeree? OFFEROR
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(e) Date position held: 12 NOVEMBER 2012
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(f) Has the party previously disclosed, or is it today disclosing, under the Code in NO
respect
of any other party to this offer?
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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
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Number % Number %
-------------------------------------------------- -------- ------------- ---
(1) Relevant securities owned and/or controlled: 0 0 0 0
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(2) Derivatives (other than options): 0 0 0 0
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(3) Options and agreements to purchase/sell: 0 0 0 0
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TOTAL: 0 0 0 0
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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: NONE
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Details, including nature of the rights concerned and relevant percentages: 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 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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The Offeror has received irrevocable undertakings to accept (or procure the acceptance of)
the Offer from the Corin Directors who hold Corin Shares, and the following institutional
Corin shareholders, namely Aberforth Partners LLP and Schroder Investment Management Limited
in respect of an aggregate total of 14,756,084 Corin Shares, representing in aggregate approximately
34.49 per cent. of the issued ordinary share capital of Corin Group Plc, comprised as follows:
NAME NO. OF CORIN PERCENTAGE OF
SHARES ISSUED ORDINARY
SHARE CAPITAL
--------------------- ------------- -----------------
Linda Wilding 35,000 0.08
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David Young 40,000 0.09
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Aberforth Partners
LLP 6,848,499 16.01
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Schroder Investment
Management Limited 7,832,585 18.31
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Total 14,756,084 34.49
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The undertaking referred to above from Aberforth Partners LLP ("Aberforth") is conditional
upon the posting of the Offer Document and appropriate form(s) of acceptance within 28 days
of the date of this announcement and the obligations thereunder shall cease to be binding
if an announcement is made in accordance with Rule 2.7 of the Code of a competing offer which
represents, in the opinion of Aberforth Partners LLP, a value of not less than 7 pence per
Corin Share more than the Offer Price and at any time following such announcement Aberforth
notifies 2IL of such opinion or Aberforth otherwise makes an announcement or notification
that it no longer intends to accept the Offer under the terms of the undertaking pursuant
to Rule 2.11(d) of the Code. All of the obligations under the undertaking shall lapse in respect
of any Corin Shares that are sold, transferred or otherwise disposed of (regardless of the
identity of the acquiror) at a price of not less than 77 pence per Corin Share and in relation
to any sale of such shares to 2IL (or anyone acting on its behalf) at any price below 77 pence
if they were acquired on the market. The undertaking will not apply (i) to any Corin Shares
which are the subject of any requirement for Aberforth UK Small Companies Fund to redeem their
investment in Corin Shares by means of a redemption in specie; (ii) to any Corin Shares which
are or become lent to third parties by clients of Aberforth that Aberforth is unable to recall
(having used reasonable endeavours to procure such recall); or (iii) to Corin Shares which
are managed by Aberforth under an authority which is terminated or amended.
The undertakings referred to above from Schroder Investment Management Limited ("Schroder")
will lapse if the Offer Document is not posted within 28 days of the date of this announcement;
if the Offer lapses or is withdrawn; if a third party, in accordance with the Code, announces
a firm intention to make or makes a general offer (howsoever structured) to acquire the whole
of the issued and to be issued ordinary share capital of Corin on terms which represent (in
the opinion of Schroder) an improvement of 10 per cent. on the Offer Price; or if any of the
following circumstances occur: the transfer of any Corin Shares which are the subject of the
undertaking ("Schroder Shares") (or any of them) to any replacement fund manager or custodian
nominated by Schroder's client(s) in circumstances where such client(s) has/have terminated
Schroder's professional relationship with them in respect of the Schroder Shares; or where
Schroder's relationship continues but its client has changed the investment mandate that Schroder
has so that its holding the Schroder Shares is no longer consistent with the new mandate;
or Schroder is instructed otherwise by its client(s) in respect of the Schroder Shares.
In addition, 2IL has also received letters of intent to accept the Offer in respect of, in
aggregate, 10,277,394 Corin Shares, representing approximately 24.0 per cent. of the existing
issued share capital of Corin, comprised as follows:
NAME NO. OF CORIN PERCENTAGE OF
SHARES ISSUED ORDINARY
SHARE CAPITAL
------------------------ ------------- -----------------
Blackrock Investment
Management 4,052,347 9.47
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Legal And General
Investment Management
Ltd 6,225,047 14.55
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Total 10,277,394 24.02%
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The letter of intent referred to above from Legal & General Investment Management Limited
("L&G") confirms that, as at 9 November 2012, it was the current intention of L&G to procure
that the registered owners of the 6,225,047 Corin Shares in relation to which L&G is able
to exercise control accept the Offer no later than the thirty fifth business day after the
despatch of the Offer Document.
The letter of intent referred to above from BlackRock Investment Management (UK) Limited ("Blackrock")
confirms that, as at 9 November 2012, it was the current intention of Blackrock to procure
that the registered owners of the Corin Shares in relation to which Blackrock is able to exercise
control at the time that it accepts the Offer, accept the Offer prior to the first closing
date of the Offer, and that the number of Corin Shares in relation to which Blackrock is able
to exercise control at the date of the letter is 4,052,347.
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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
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Supplemental Form 8 (SBL) NO
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Date of disclosure: 12 November 2012
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Contact name: Callum Stewart or Giles Stewart - Panmure Gordon
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Telephone number: 020 7886 2500
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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.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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