22nd Sep 2011 07:00
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: | Colfax UK Holdings Ltd |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | Colfax Corporation ("Colfax") |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | Colfax Corporation |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | Offeror |
(e) Date position held: | 21 September 2011 |
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | Yes
Colfax has previously disclosed in respect of holdings in Melrose plc and Charter International plc. |
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:
| Common Stock | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | Nil | ||
(2) Derivatives (other than options): | Nil | Nil | ||
(3) Options and agreements to purchase/sell: | Nil | Nil | ||
TOTAL: | Nil | Nil | ||
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: | N/A |
Details, including nature of the rights concerned and relevant percentages: | N/A |
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):
| ||
Name of Charter Director | Number of Charter Shares in relation to which irrevocable commitments have been procured | Approximate % of Charter issued share capital |
John Biles | 8,461 | 0.0051 |
James Deeley | 12,441 | 0.0074 |
Robert Careless | 56,797 | 0.034 |
Lars Emilson | 10,000 | 0.006 |
John Neill | 87,278 | 0.052 |
Andrew Osborne | 1,000 | 0.0006 |
Grey Denham | 1,000 | 0.0006 |
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 directors of Colfax
DIRECTOR | NUMBER OF SHARES IN COLFAX COMMON STOCK | INTEREST IN COLFAX (%) |
Clay Kiefaber | 29,232 | 0.07 |
Patrick Allender (including shares held indirectly by John W. Allender trust, for which Mr. Allender disclaims beneficial ownership) | 221,822 | 0.51 |
Joseph Bunting III | 202,964 | 0.47 |
Thomas Gayner (including interests of Markel Corporation) | 19,498 | 0.04 |
Rhonda Jordan | 42,923 | 0.10 |
Clayton Perfall | 1,881 | 0.00 |
Rajiv Vinnakota | 12,160 | 0.03 |
Mitchell Rales | 9,145,610 | 21.0 |
Steven Rales | 9,145,610 | 21.0 |
3.2 Directors stock awards and options
Outstanding Stock Awards (unvested)
DIRECTOR | NUMBER OF UNITS |
Clay Kiefaber | 81,288 |
Patrick Allender | 8,378 |
Joseph Bunting III | 8,378 |
Thomas Gayner | 8,378 |
Rhonda Jordan | 10,230 |
Clayton Perfall | 8,256 |
Steve Simms | 5,556 |
Rajiv Vinnakota | 8,378 |
Outstanding Stock Options
DIRECTOR | NUMBER OF OPTIONS | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE |
Clay Kiefaber | 102,124 | 12.27 | 11 January 2017 |
Clay Kiefaber | 94,937 | 11.85 | 29 March 2017 |
Clay Kiefaber | 51,677 | 21.71 | 24 February 2018 |
3.3 Interests of advisers to Colfax
Kazowitz, Benson, Torres & Friedman LLP
Class of relevant security:
| Common Stock | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 5,000 | 0.011 | Nil | |
(2) Derivatives (other than options): | Nil | Nil | ||
(3) Options and agreements to purchase/sell: | Nil | Nil | ||
TOTAL: | 5,000 | 0.011 | Nil | |
Deutsche Bank Securities Inc
Class of relevant security:
| Common Stock | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | 81 | 0.00 | |
(2) Derivatives (other than options): | Nil | Nil | ||
(3) Options and agreements to purchase/sell: | Nil | Nil | ||
TOTAL: | Nil | 81 | 0.00 | |
3.4 Rights to subscribe for shares in Colfax
Name | Rights to subscribe for Common Stock |
Mitchell Rales[1] | 2,170,139 |
Steven Rales[2] | 2,170,139 |
Markel Corporation[3] | 1,085,070 |
BDT CF Acquisition Vehicle, LLC[4] | 14,756,945 |
Name | Rights to subscribe for Preferred Stock[5] |
BDT CF Acquisition Vehicle, LLC4 | 13,877,551 |
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: | 22 September 2011 |
| Contact name: | James Maizels |
| Telephone number: | 020 7547 6843 |
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 [email protected]. 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.
[1] On September 12, 2011, Colfax entered into a securities purchase agreement with Mitchell P. Rales, pursuant to which Colfax agreed to issue to Mitchell P. Rales 2,170,139 newly-issued shares of Colfax common stock for an aggregate payment of $50 million, representing a purchase price of $23.04 per share of Colfax common stock.
[2] On September 12, 2011, Colfax entered into a securities purchase agreement with Steven M. Rales pursuant to which Colfax agreed to issue to Steven M. Rales 2,170,139 newly-issued shares of Colfax common stock for an aggregate payment of $50 million, representing a purchase price of $23.04 per share of Colfax common stock.
[3] On September 12, 2011, Colfax entered into a securities purchase agreement with Markel Corporation pursuant to which Colfax agreed to issue to Markel 1,085,070 newly-issued shares of Colfax common stock for an aggregate payment of $25 million, representing a purchase price of $23.04 per share of Colfax common stock. Tom Gayner, a member of Colfax's board of directors, is the President and Chief Investment Officer of Markel.
[4] On September 12 2011 Colfax agreed pursuant to a securities purchase agreement to issue to BDT CF Acquisition Vehicle, LLC (i) 14,756,945 newly-issued shares of Colfax common stock, and (ii) 13,877,551 shares of newly created Series A perpetual convertible preferred stock for an aggregate of $680 million.
[5] Under the terms of the Series A Preferred Stock to be issued, amongst other things, (i) holders are entitled to receive cumulative cash dividends, payable quarterly, at a per annum rate of 6% of the liquidation preference (defined as $24.50, subject to customary anti-dilution adjustments, the "Liquidation Preference"), provided that the dividend rate shall be increased to a per annum rate of 8% if Colfax fails to pay the full amount of any dividend required to be paid on such shares until the date that full payment is made; (ii) the stock is convertible, in whole or in part, at the option of the holders thereof at any time after the date the shares of Series A Preferred Stock are issued, and at the option of Colfax under certain limited circumstances, into fully paid and nonassessable shares of Colfax common stock at a conversion rate of determined by dividing the Liquidation Preference by a number equal to 114% of the Liquidation Preference, subject to adjustment as set forth in the form of Certificate of Designations.
Related Shares:
Melrose