12th May 2010 11:48
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 CANDOVER INVESTMENTS PLC
the disclosure:
(b) Owner or controller of interests and short - positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is
insufficient
(c) Name of offeror/offeree in relation to CANDOVER INVESTMENTS PLC whose relevant securities this form relates: Use a separate form for each party to the
offer
(d) Is the party to the offer making the OFFEREE disclosure the offeror or the offeree?
(e) Date position held: 12 MAY 2010
(f) Has the party previously disclosed, or is NO 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 of relevant security: Interests Short positions Number % Number % (1) Relevant NIL NIL securities owned and/or controlled: (2) Derivatives NIL NIL (other than options): (3) Options and NIL NIL agreements to purchase/sell: 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 NONE relation to which subscription right
exists:
Details, including nature of the NONE
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):
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 of any person acting in concert with the party to the offer making the disclosure:
Persons Number of Percentage Options to subscribe for acting in Ordinary of Issued Candover Investments plc concert Shares held Share Capital Ordinary GERRY GRIMSTONE 10,000 0.05% None ANTONY HICHENS 40,000 0.18% None CHRIS RUSSELL 3,750 0.02% None NICHOLAS JONES 5,500 0.03% None LORD JAY 100 0.0005% None
RICHARD STONE 8,500 0.04% None
Malcolm Fallen does not own any issued shares. However, on 9th September 2009 Mr Fallen was granted a nil cost option over 325,000 shares in the Company. No payment was made for the grant of the option and no payment is required on exercise. The option was granted to Mr Fallen under Listing Rule 9.4.2R(2) specifically to facilitate his retention beyond his original six month term of employment and to secure Mr Fallen's recruitment as the new Chief Executive of the Company. A summary of the principal terms of the option are set out below.
The option will normally become capable of exercise shortly following the date of announcement of the preliminary results of the Company for the financial year ending 31st December 2012 (the "2012 Year") and will remain exercisable up until the tenth anniversary of grant, subject to the satisfaction of the performance conditions and Mr Fallen being an employee or Director in the Company's group at that time.
On exercise, the option will be satisfied using existing shares purchased in the market. The option may also be satisfied in cash.
Performance conditions
The option has been granted subject to a performance condition based on the average price of an ordinary share in the Company during the ten dealing days immediately following the date of announcement of results for the 2012 Year plus the aggregate cash value of dividends and other distributions paid on a share ("Absolute Total Shareholder Return") during the period from grant up to the tenth dealing day immediately following the
announcement of results for the 2012 Year (the "performance period"). The option will not become capable of exercise unless Absolute Total
Shareholder Return is at least equal to £8. Thereafter the option will become capable of exercise, as follows: Absolute Total Shareholder Return Percentage of the option that becomes exercisableat the end of the performance period Equal to or greater than £12 100%
Between £8 and £12 On a straight line basis between 20% and 100% Equal to £8 20% Less than £8 0%
For the purposes of calculating Absolute Total Shareholder Return, in addition to dividends paid during the performance period the Remuneration Committee may, at its discretion, include the value of any other capital or income distribution associated with the proceeds of sale of portfolio investments during the performance period, which may include a share buyback, reduction of capital or the creation of a new class of share in the Company which is subsequently redeemed, repurchased or cancelled.
The Committee may vary the performance condition if an event has occurred which causes the Committee to consider that it would be appropriate to amend the performance condition, provided the Committee considers the varied condition is fair and reasonable and is neither materially more nor less challenging than the original condition would have been but for the event in question. Leaving employment
If Mr Fallen ceases employment for any reason (except summary dismissal) the option may be exercised early within the period of 12 months of the date of cessation, subject to the satisfaction of the performance condition at that time. In this case, Absolute Total Shareholder Return will normally only be calculated by reference to the dividends and other distributions paid during the period from grant to the date of cessation. However the Committee may, in its discretion, also include the average price of a share for the ten dealing days immediately prior to cessation.
If Mr Fallen is summarily dismissed his option will lapse.
Corporate events
In the event of a takeover or winding up of the Company (not being an internal corporate reorganisation) the option shall vest to the extent (if at all) determined by the Committee in its discretion.
In the event of an internal corporate reorganisation the option will be replaced by an equivalent new option over shares in a new holding company unless the Committee decides that the option should become exercisable on the basis which would apply in the case of a takeover.
Rights over shares
The option will not confer any shareholder rights until the option has been exercised and shares have been transferred to Mr Fallen.
Mr Fallen will be entitled to receive a payment (in cash and/or shares) on or shortly following the exercise of his option, of an amount equivalent to the dividends and, at the discretion of the Committee, the value of any other return of capital or income to shareholders, that would have been paid on those shares in respect of payment dates between the date of grant and the date when the option first becomes capable of exercise.
Variation of capital In the event of any variation of the Company's share capital or in the event of a demerger, payment of a special dividend or similar event which materially affects the market price of the Shares, the Committee may make such adjustment as it considers appropriate to the number of Shares subjectto the option. Alterations to the Plan
The Company may, at any time, amend the option agreement in any respect, provided that the prior approval of shareholders is obtained for any amendments that are to Mr Fallen's advantage in respect of the basis for determining his entitlement to, and the terms of, the shares or cash to be acquired and the adjustment of his option.
The requirement to obtain the prior approval of shareholders will not, however, apply to any minor alteration made to benefit the administration of the option agreement, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Mr Fallen or for any company in the Company's group.
General
The option is not transferable, except on death. The option is not pensionable.
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 tothe 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: 12 MAY 2010 Contact name: Philip Price Telephone number: 020 7489 9848 Public disclosures under Rule 8 of the Code must be made to a RegulatoryInformation Service and must also be emailed to the Takeover Panel [email protected]. The Panel's Market Surveillance Unit is availablefor 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.
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vendorRelated Shares:
CDI.L