Form 8 (OPD) Energybuild Group plc
15 Juin 2010 - 3:46PM
UK Regulatory
TIDMEBG
RNS Number : 6549N
Energybuild Group PLC
15 June 2010
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) | Energybuild |
| Identity | Group plc |
| of the | |
| party to | |
| the | |
| offer | |
| making | |
| the | |
| disclosure: | |
+-----------------+--------------+
| (b) | Colin |
| Owner | Cooke |
| or | Robert |
| controller | Morgan |
| of | Morgan |
| interests | Rhidian |
| and short | Davies |
| positions | Karl |
| disclosed, | Picton-Jones |
| if | |
| different | |
| from 1(a): | |
| The | |
| naming of | |
| nominee or | |
| vehicle | |
| companies | |
| is | |
| insufficient | |
+-----------------+--------------+
| (c) | Energybuild |
| Name | Group plc |
| of | |
| offeror/offeree | |
| in relation to | |
| whose relevant | |
| securities this | |
| form relates: | |
| Use a | |
| separate form | |
| for each party | |
| to the offer | |
+-----------------+--------------+
| (d) Is | OFFEREE |
| the | |
| party | |
| to the | |
| offer | |
| making | |
| the | |
| disclosure | |
| the | |
| offeror or | |
| the | |
| offeree? | |
+-----------------+--------------+
| (e) | 9 June |
| Date | 2010 |
| position | |
| held: | |
+-----------------+--------------+
| (f) | NO |
| Has | |
| the | |
| party | |
| previously | |
| disclosed, | |
| or is it | |
| today | |
| disclosing, | |
| under the | |
| Code in | |
| respect of | |
| any other | |
| party to | |
| this offer? | |
+-----------------+--------------+
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 | Energybuild Group Plc Ordinary |
| of | Shares of 10p each |
| relevant | |
| security: | |
| | |
+----------------+-----------------------------------+
| | Interests |Short positions |
| | | |
+ +-----------------+-----------------+
| |Number | % |Number | % |
+----------------+--------+--------+--------+--------+
| (1) | Nil | N/A | Nil | N/A |
| Relevant | | | | |
| securities | | | | |
| owned | | | | |
| and/or | | | | |
| controlled: | | | | |
+----------------+--------+--------+--------+--------+
| (2) | Nil | N/A | Nil | N/A |
| Derivatives | | | | |
| (other than | | | | |
| options): | | | | |
+----------------+--------+--------+--------+--------+
| (3) | Nil | N/A | Nil | N/A |
| Options | | | | |
| and | | | | |
| agreements | | | | |
| to | | | | |
| purchase/sell: | | | | |
+----------------+--------+--------+--------+--------+
| | Nil | N/A | Nil | N/A |
| | | | | |
| TOTAL: | | | | |
+----------------+--------+--------+--------+--------+
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 | NIL |
| of | |
| relevant | |
| security | |
| in | |
| relation | |
| to which | |
| subscription | |
| right | |
| exists: | |
+--------------+--------+
| Details, | N/A |
| including | |
| nature of | |
| the | |
| rights | |
| concerned | |
| and | |
| relevant | |
| percentages: | |
+--------------+--------+
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): |
+--------------+
| |
| The |
| following |
| holders |
| of |
| Energybuild |
| Shares have |
| given |
| irrevocable |
| undertakings |
| to vote in |
| favour of |
| the |
| Proposal, |
| which is |
| intended to |
| be by means |
| of a scheme |
| of |
| arrangement: |
| |
+--------------+
+--------------------------+----------------+----------------+
| Name | Number of | Percentage of |
| | Energybuild | Issued Share |
| | Shares | Capital |
+--------------------------+----------------+----------------+
| Colin Cooke | 303,667 | 0.13% |
+--------------------------+----------------+----------------+
| Thomas David Button | 0 | 0.00% |
+--------------------------+----------------+----------------+
| Robert Morgan | 3,167,167 | 1.40% |
+--------------------------+----------------+----------------+
| Morgan Rhidian Davies | 3,175,000 | 1.40% |
+--------------------------+----------------+----------------+
| Karl Picton Jones | 0 | 0.00% |
+--------------------------+----------------+----------------+
| Majedie Asset Management | 19,802,218 | 8.74% |
| Limited | | |
+--------------------------+----------------+----------------+
| | 26,448,052 | 11.67% |
+--------------------------+----------------+----------------+
In respect of the undertakings given by the Energybuild Independent Directors,
these undertakings will cease to be binding only if the Scheme lapses or
otherwise ceases to be capable of becoming effective or is withdrawn, and will
remain binding in the event that a higher competing offer for Energybuild is
made.
In respect of the undertaking given by Majedie Asset Management Limited, this
undertaking will cease to be binding if a competing offer is made or announced
with a value which represents an improvement of 10 per cent. or more in the
value of the consideration offered by Western and Western fails to submit a
revised offer within 10 Business Days of the announcement of such competing
offer which either equals or exceeds the value of such competing offer, or if
the recommendation of the Proposal by the Energybuild Independent Directors is
withdrawn, or if the Scheme lapses or otherwise ceases to be capable of becoming
effective or is withdrawn.
The following holders of Energybuild Shares have given letters of intent to vote
in favour of the Proposal in respect of the Energybuild Shares held by them as
at the record time for the Meetings:
+--------------------------+----------------+----------------+
| Name | Number of | Percentage of |
| | Energybuild | Issued Share |
| | Shares held as | Capital |
| | at 8/6/10 | |
+--------------------------+----------------+----------------+
| Blackrock Investment | 11,209,440 | 4.95% |
| Management (UK) Limited | | |
+--------------------------+----------------+----------------+
| Henderson Global | 8,416,665 | 3.71% |
| Investors Limited | | |
+--------------------------+----------------+----------------+
| Invesco Asset Management | 5,074,789 | 2.24% |
| Limited | | |
+--------------------------+----------------+----------------+
| | 24,700,894 | 10.90% |
+--------------------------+----------------+----------------+
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 |
| |
+-------------+
+----------------+-----------+------------+-------------+-------------+
| Person acting | Number | Percentage | Options | Warrants |
| in concert* | of | of Issued | to | to |
| | Ordinary | Share | subscribe | subscribe |
| | shares | Capital | for | for |
| | held | | Energybuild | Energybuild |
| | | | Group plc | Group plc |
| | | | shares | shares |
+----------------+-----------+------------+-------------+-------------+
| Colin Cooke | 303,667 | 0.13% | Nil | Nil |
+----------------+-----------+------------+-------------+-------------+
| Robert Morgan | 3,167,167 | 1.40% | 1,500,000 | Nil |
+----------------+-----------+------------+-------------+-------------+
| Morgan Rhidian | 3,175,000 | 1.40% | 1,500,000 | 1,500,000 |
| Davies | | | | |
+----------------+-----------+------------+-------------+-------------+
| Karl Picton | Nil | N/A | 1,500,000 | 1,000,000 |
| Jones | | | | |
+----------------+-----------+------------+-------------+-------------+
*Each of the above is above Director of Energybuild Group plc
Details of options and rights to subscribe for new Energybuild Ordinary Shares
are set out below:
+----------------+-------------+------------+----------+-----------+
| Person acting | Product | Number | Exercise | Expiry |
| in concert | Description | of | price | Date |
| | | securities | per unit | |
| | | to which | | |
| | | option or | | |
| | | derivative | | |
| | | relates | | |
+----------------+-------------+------------+----------+-----------+
| Robert Morgan | Warrant | 1,500,000 | 20p | 30 |
| | | | | September |
| | | | | 2010 |
+----------------+-------------+------------+----------+-----------+
| Morgan Rhidian | Option | 1,500,000 | 30p | 16 July |
| Davies | | | | 2018 |
+----------------+-------------+------------+----------+-----------+
| Morgan Rhidian | Warrant | 1,500,000 | 20p | 30 |
| Davies | | | | September |
| | | | | 2010 |
+----------------+-------------+------------+----------+-----------+
| Karl Picton | Option | 1,500,000 | 30p | 16 July |
| Jones | | | | 2018 |
+----------------+-------------+------------+----------+-----------+
| Karl Picton | Warrant | 1,000,000 | 20p | 30 |
| Jones | | | | September |
| | | | | 2010 |
+----------------+-------------+------------+----------+-----------+
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 | NO |
| Form 8 (Open | |
| Positions) | |
+--------------+--------+
| Supplemental | NO |
| Form 8 (SBL) | |
+--------------+--------+
+-------------+------------------+
| Date | 15 |
| of | June |
| disclosure: | 2010 |
+-------------+------------------+
| Contact | Karl |
| name: | Picton |
| | Jones |
+-------------+------------------+
| Telephone | +44 1639 722 400 |
| number: | |
+-------------+------------------+
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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