23rd Jun 2016 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) Full name of discloser: | British Polythene Industries PLC |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | British Polythene Industries PLC |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 22 June 2016 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | Yes, in relation to relevant securities of the OFFEROR, RPC Group Plc
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2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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.
(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 | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | - | Nil | - |
(2) Cash-settled derivatives:
| Nil | - | Nil | - |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | - | Nil | - |
TOTAL: | Nil | - | Nil | - |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), 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 |
Details, including nature of the rights concerned and relevant percentages: | None |
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 (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: |
a. Beneficial interests of Directors of British Polythene Industries PLC in its ordinary shares of 25 pence each
Director | Number of ordinary shares | % of issued share capital |
Cameron McLatchie | 826,373 | 3.0116% |
John Langlands | 174,912 | 0.6374% |
David Harris | 52,448 | 0.1911% |
David Warnock | 25,000 | 0.0911% |
Ian Russell | 15,000 | 0.0547% |
Ron Marsh | 35,000 | 0.1275% |
Total | 1,128,733 | 4.1135% |
b. Interests of the Directors of British Polythene Industries PLC under the BPI 2010 Share Matching Plan
Name | Description of award | Number ofBPIrelevantsecurities |
Grant date |
John Langlands | mandatory invested and dividend shares | 11,751 | 10 April 2013 |
mandatory matching and dividend shares | 16,718 | 10 April 2013 | |
mandatory invested shares | 4,898 | 29 April 2014 | |
mandatory matching shares | 14,694 | 29 May 2014 | |
voluntary matching shares | 44,088 | 29 May 2014 | |
mandatory invested shares | 8,702 | 17 March 2015 | |
mandatory matching shares | 26,106 | 17 March 2015 | |
voluntary matching shares | 50,457 | 17 March 2015 | |
mandatory invested shares | 4,815 | 31 March 2016 | |
mandatory matching shares | 14,445 | 31 March 2016 | |
David Harris | mandatory invested and dividend shares | 6,567 | 10 April 2013 |
mandatory matching and dividend shares | 9,343 | 10 April 2013 | |
mandatory invested shares | 2,857 | 29 May 2014 | |
mandatory matching shares | 8,571 | 29 May 2014 | |
voluntary matching shares | 25,715 | 29 May 2014 | |
mandatory invested shares | 5,178 | 17 March 2015 | |
mandatory matching shares | 15,134 | 17 March 2015 | |
voluntary matching shares | 15,192 | 17 March 2015 | |
mandatory invested shares | 2,902 | 31 March 2016 | |
mandatory matching shares | 8,706 | 31 March 2016 | |
voluntary matching shares | 25,777 | 31 March 2016 |
c. Interests of the Directors of British Polythene Industries PLC under the BPI 2010 Company Share Option Plan and the BPI Save As You Earn Scheme
Name | Description of award | Number ofBPIrelevantsecurities | Exercise Price (pence) |
Grant date |
John Langlands | BPI 2010 Company Share Option Plan | 1,600 | 620 | 14 April 2014 |
David Harris | BPI 2010 Company Share Option Plan | 1,600 | 620 | 14 April 2014 |
| BPI 2010 Company Share Option Plan | 1,450 | 681 | 2 April 2015 |
| BPI 2010 Company Share Option Plan | 1,450 | 685 | 11 April 2016 |
| BPI Save As You Earn | 3,157 | 570 | 1 October 2015 |
d. Non-beneficial interests of the Directors of British Polythene Industries PLC in its ordinary shares of 25 pence each
Director | Number of ordinary shares | % of issued share capital |
Cameron McLatchie (held as a trustee of the John Leech A&M Settlement) | 83,150 | 0.3030% |
e. Interests of close relatives of directors of British Polythene Industries PLC (presumed to be acting in concert with British Polythene Industries PLC) in its ordinary shares of 25 pence each
Name | Number of ordinary shares | % of issued share capital |
Leslie McLatchie | 9,933 | 0.0362% |
Fraser McLatchie | 10,200 | 0.0372% |
Catherine McLatchie | 23,003 | 0.0838% |
Isla McLatchie | 907 | 0.0033% |
Finlay McLatchie | 403 | 0.0015% |
Stuart McLatchie | 2,000 | 0.0073% |
Cheryl McLatchie | 15,517 | 0.0565% |
Colin McLatchie | 8,124 | 0.0296% |
Ian McLatchie | 4,500 | 0.0164% |
Margaret Langlands | 233,578 | 0.8512% |
Stephanie Clark | 3,000 | 0.0109% |
Stuart Langlands | 2,000 | 0.0073% |
Allister Langlands | 52,201 | 0.1902% |
Helen Langlands | 2,900
| 0.0106% |
Ashley Harris | 117,309 | 0.4275% |
Julie Sangha | 7,834 | 0.0286% |
Total | 493,409 | 1.7982% |
f. Interests held by Cameron McLatchie, John Langlands, David Duthie and Hilary Kane as trustees of the BPI Employee Share Option Trust ("ESOT") in British Polythene Industries PLC's ordinary shares of 25 pence each
Nature of interest | Number of ordinary shares | % of issued share capital |
Shares held as beneficial owner | 358,883 | 1.3079% |
Shares held on non-beneficial basis as nominee for employees who have voluntarily invested their bonus in the BPI 2010 Share Matching Plan[1] | 78,459 | 0.2859% |
g. Interests of connected advisers
Investec Bank PLC
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 0 | 0.00 | 0 | 0.00 |
(2) Cash-settled derivatives: | 0 | 0.00 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 |
Total | 0 | 0.00 | 0 | 0.00 |
Maclay Murray & Spens LLP
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 0 | 0.00 | 0 | 0.00 |
(2) Cash-settled derivatives: | 0 | 0.00 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 |
Total | 0 | 0.00 | 0 | 0.00 |
KPMG LLP
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 0 | 0.00 | 0 | 0.00 |
(2) Cash-settled derivatives: | 0 | 0.00 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 |
Total | 0 | 0.00 | 0 | 0.00 |
FTI Consulting, Inc.
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 0 | 0.00 | 0 | 0.00 |
(2) Cash-settled derivatives: | 0 | 0.00 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 |
Total | 0 | 0.00 | 0 | 0.00 |
h. Interests of British Polythene Industries PLC concert parties in RPC Group Plc (the Offeror)
Concert party | Number of ordinary shares | % of issued share capital |
Ron Marsh | 121,788 | 0.0387% |
Angela Marsh | 406,909 | 0.1293% |
Details of any open stock-settled derivative positions (including traded options), 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: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
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" |
None
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 22 June 2016 |
| Contact name: | Hilary Kane |
| Telephone number: | +44 (0) 1475 501 055 |
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 disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
[1] Of these ordinary shares, 16,702 are held by ESOT as nominee for John Langlands and 11,781 are held by ESOT as nominee for David Harris, which figure are included in the beneficial interests of John Langlands and David Harris as disclosed respectively at paragraph 3.a above.
Related Shares:
BPI.LRpc Group