30th Sep 2010 17:43
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
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(a) Identity of the party to the offer or person acting in concert making the disclosure: |
Cilantro Acquisitions Limited ("Cilantro Acquisitions") |
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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 |
N/A |
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree |
Spice plc ("Spice") |
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(d) Status of person making the disclosure: e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree) |
Offeror |
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(e) Date dealing undertaken: |
30 September 2010 |
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(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? |
No |
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing
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Class of relevant security:
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Interests |
Short positions |
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Number |
% |
Number |
% |
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(1) Relevant securities owned and/or controlled: |
1 |
Less than 0.0001% |
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: |
1 |
Less than 0.0001% |
0 |
0 |
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 (including directors' and other executive options)
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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 |
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
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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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1. IRREVOCABLE UNDERTAKINGS
Spice Directors
The following directors of Spice have given irrevocable undertakings to vote in favour of the scheme of arrangement (the "Scheme") at the court convened meeting in respect of the Scheme (the "Court Meeting") (or otherwise to be bound by the Scheme) and the special resolution to be proposed at the general meeting of Spice in respect of the Scheme (the "Special Resolution"), in respect of the following shares and options.
These irrevocable undertakings given by the Spice directors will cease to be binding if the Scheme or offer (as applicable) lapses or (with the consent of the UK Panel on Takeovers and Mergers) is withdrawn, but otherwise remain binding in the event that a higher competing offer for Spice is made.
Other Spice Shareholders
Certain Spice shareholders have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Special Resolution, in relation to the following shares and options.
The irrevocable undertakings given by these shareholders will cease to be binding if: (i) Cilantro Acquisitions announces that it does not intend to make or proceed with the Scheme or offer (as applicable) and no new, revised or replacement Scheme or offer is announced in accordance with Rule 2.5 of the Code on Takeovers and Mergers (the "Code") at the same time; or (ii) the Scheme or offer (as applicable) lapses or is withdrawn; or (iii) a third party announces a proposal pursuant to Rule 2.5 of the Code to acquire the entire issued and to be issued share capital of Spice (whether by means of a Scheme or an offer) and such proposal provides for consideration in cash at more than a ten per cent. premium to the price per Spice share being offered at that time by Cilantro Acquisitions and Cilantro Acquisitions does not increase the value of the consideration under the terms of the Scheme or offer (as applicable), to a price per share at least equal to that being offered by the third party within five days of the date of the third party's announcement.
2. LETTER OF INTENT
In addition, a Spice shareholder has given a non-binding letter of intent indicating its intention to vote in favour of the Scheme at the Court Meeting and the Special Resolution in relation to the following shares:
This letter of intent will cease to have any effect if: (i) the Scheme documentation or offer documentation (as applicable) is not posted within 28 days of the Rule 2.5 announcement; or (ii) a third party announces a proposal pursuant to Rule 2.5 of the Code to acquire the entire issued and to be issued share capital of Spice (whether by means of a Scheme or an offer).
* These numbers include Spice shares held by family members of the relevant director to which the irrevocable also relates ** This number includes the number of Spice shares held by pension schemes or family trusts of Simon Rigby to which the irrevocable also relates but excludes the shares held by Rigby Children's Discretionary Trust for the benefit of Nicholas and Victoria Rigby which are also the subject of a separate irrevocable |
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
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Class of relevant security |
Purchase/sale
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Number of securities |
Price per unit |
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Ordinary shares |
Purchase
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1*** |
69.75 pence |
*** Pursuant to the terms of the implementation agreement dated 27 September 2010 and made between Cilantro Acquisitions and Spice, Cilantro Acquisitions purchased one ordinary share in Spice on 30 September 2010. The consequence of this purchase is that there will be no requirement under section 593 of the Companies Act 2006 for an independent valuation of the new ordinary shares of 2 pence each in the capital of Spice proposed to be allotted and issued credited as fully paid to Cilantro Acquisitions pursuant to the Scheme (as defined in the announcement dated 27 September 2010 in relation to the recommended cash acquisition). The Panel Executive has confirmed that this dealing has no Takeover Code consequences.
(b) Derivatives transactions (other than options)
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Class of relevant security |
Product description e.g. CFD |
Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position |
Number of reference securities |
Price per unit |
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N/A |
N/A |
N/A |
N/A |
N/A |
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
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Class of relevant security |
Product description e.g. call option |
Writing, purchasing, selling, varying etc. |
Number of securities to which option relates |
Exercise price per unit |
Type e.g. American, European etc. |
Expiry date |
Option money paid/ received per unit |
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N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
(ii) Exercising
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Class of relevant security |
Product description e.g. call option |
Number of securities |
Exercise price per unit |
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N/A |
N/A |
N/A |
N/A |
(d) Other dealings (including subscribing for new securities)
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Class of relevant security |
Nature of dealing e.g. subscription, conversion |
Details |
Price per unit (if applicable) |
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N/A |
N/A |
N/A |
N/A |
The currency of all prices and other monetary amounts should be stated.
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
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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 or person acting in concert making the disclosure and any other person: 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
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Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert making the disclosure 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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See 2(c) above
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(c) Attachments
Are any Supplemental Forms attached?
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Supplemental Form 8 (Open Positions) |
No |
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Supplemental Form 8 (SBL) |
No |
| Date of disclosure: |
30 September 2010 |
| Contact name: |
Yalin Karadogan |
| Telephone number: |
020 7661 3333 |
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.
Related Shares:
Spire Healthcare