Elder Pharmaceutical Form 8 (OPD) - NeutraHealth -2-
16 Septembre 2010 - 12:55PM
UK Regulatory
| made for |
| Neutrahealth. |
| (b) Artemis |
| Investment |
| Management and |
| Nigel and Janet |
| Hill have each |
| irrevocably |
| undertaken to |
| vote in favour |
| of the |
| resolutions at |
| the Court |
| Meeting and the |
| Special |
| Resolution to |
| be proposed at |
| the General |
| Meeting in |
| respect of |
| their |
| beneficial |
| holdings of |
| Neutrahealth |
| Shares in |
| aggregate |
| amounting to |
| 25,896,905 |
| Neutrahealth |
| Shares |
| representing |
| 19.2 per cent. |
| of the |
| Neutrahealth |
| Shares entitled |
| to vote at the |
| Court Meeting |
| and |
| approximately |
| 14.7 per cent. |
| of the |
| Neutrahealth |
| Shares entitled |
| to vote on the |
| Special |
| Resolution. |
| Such |
| undertakings |
| will cease to |
| be binding, |
| inter alia, in |
| the event |
| that;(i) a |
| recommended |
| proposal is |
| made for |
| Neutrahealth at |
| an offer price |
| which exceeds |
| the value of |
| the Cash |
| Consideration |
| by at least |
| 10%; and (ii) |
| Elder fails to |
| improve the |
| terms of the |
| Proposals to |
| exceed the |
| value of the |
| offer by such |
| third party. |
| (c) Axa |
| Investment |
| Managers UK |
| Limited, |
| Rathbones |
| Investment |
| Management |
| Limited and |
| Williams de |
| Broë have each |
| provided a |
| letter of |
| intent to vote |
| in favour of |
| the resolution |
| at the Court |
| Meeting and the |
| Special |
| Resolution to |
| be proposed at |
| the General |
| Meeting in |
| respect of |
| their |
| beneficial |
| holdings of |
| Neutrahealth |
| Shares, |
| amounting to |
| 12,687,376 |
| Neutrahealth |
| Shares in |
| aggregate, |
| representing |
| approximately |
| 9.4 per cent of |
| the |
| Neutrahealth |
| Shares entitled |
| to vote at the |
| Court Meeting |
| and |
| approximately |
| 7.2 per cent. |
| of the |
| Neutrahealth |
| Shares entitled |
| to vote on the |
| Special |
| Resolution. |
| The Independent |
| Directors hold |
| options to |
| subscribe for |
| 11,570,369 |
| Neutrahealth |
| Shares under |
| the |
| Neutrahealth |
| Share Option |
| Scheme and have |
| undertaken to |
| exercise such |
| options |
| following the |
| sanction of the |
| Scheme and |
| prior to the |
| Effective Date. |
| Defined terms |
| used in this |
| Form 8 (OPD) |
| announcement |
| shall, unless |
| the context |
| otherwise |
| requires, bear |
| the meanings |
| given to them |
| in the Rule 2.5 |
| announcement |
| released in |
| respect of the |
| offer by Elder |
| Pharmaceuticals |
| Limited. |
+-----------------+
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: |
+-------------+
| |
| 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 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 | 16 |
| of | September |
| disclosure: | 2010 |
+-------------+------------------+
| Contact | S.P. |
| name: | Date |
+-------------+------------------+
| Telephone | +91 22 2673 0058 |
| 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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