28th Jul 2011 13:02
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: | Cox & Kings (India) 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 | |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | Holidaybreak Plc |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEROR |
(e) Date position held: | 27 July 2011 |
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | NO
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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:
| 5p ordinary | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 0% | 0% | 0% | 0% |
(2) Derivatives (other than options): | ||||
(3) Options and agreements to purchase/sell: | ||||
TOTAL: | 0% | 0% | 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
Class of relevant security in relation to which subscription right exists: | |
Details, including nature of the 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): | ||||||||||||||
1. Cox & Kings has received irrevocable undertakings to vote (or procure the vote) in favour of the Acquisition from the Holidaybreak Directors in respect of a total of 198,632 Holidaybreak Shares (their entire beneficial holdings of Holidaybreak Shares) representing approximately 0.28 per cent. of the issued ordinary share capital of Holidaybreak (prior to the exercise of options pursuant to the Holidaybreak Share Schemes prior to the Effective Date). These undertakings will cease to be binding in the event that inter alia: (a) the Scheme lapses or is withdrawn and no new, revised or replacement Scheme (or offer) has been announced by Cox & Kings, in accordance with Rule 2.5 of the City Code, at the same time; (b) any other offer or scheme of arrangement to acquire more than fifty per cent. of the issued voting share capital of Holidaybreak has become wholly unconditional or effective; or (c) the Scheme Document is not posted to Scheme Shareholders by the date which is 28 days from the date of this announcement (or such longer period as permitted by the Panel). Details of the number of Holidaybreak Shares in respect of which each Holidaybreak Director has granted an irrevocable undertaking (as described above) are as follows:
[1] Registered in the name of Kathryn Jane Bright 2 Registered in the name of PH Nominees Ltd 3 Registered in the name of Lion Nominees Limited 4 34,852 of these shares are registered in the name of Jacqueline Whitfield
2. Cox & Kings has received an irrevocable undertaking to vote in favour of the Acquisition from Artemis Investment Management LLP ("Artemis") in respect of a total of 3,705,495 Holidaybreak Shares controlled by Artemis (representing approximately 5.25 per cent. of the issued ordinary share capital of Holidaybreak). This undertaking will cease to be binding in the event that inter alia: (a) the Scheme lapses or is withdrawn and no new, revised or replacement Scheme or offer is announced in accordance with the City Code at the same time; (b) any other offer or scheme of arrangement to acquire more than fifty per cent. of the issued voting share capital of Holidaybreak has become wholly unconditional or effective; (c) a third party announces a firm intention to acquire Holidaybreak Shares under Rule 2.5 of the City Code in competition with the Acquisition and without any pre-conditions where the price per Holidaybreak Share offered by the third party is greater by 10 per cent. or more than the Offer Price; or (v) the Scheme Document is not posted within 28 days of the date of this announcement (or such longer period as may be permitted by the Panel).
3. Cox & Kings has received an irrevocable undertaking to vote in favour of the Acquisition from AXA Investment Managers UK Limited ("AXA") in respect of a total of 3,842,222 Holidaybreak Shares over which AXA has discretionary management control (representing approximately 5.44 per cent. of the issued ordinary share capital of Holidaybreak). This undertaking will cease to be binding in the event that inter alia: (a) the Scheme lapses or is withdrawn and no new, revised or replacement Scheme or offer is announced in accordance with the City Code at the same time; (b) any other offer or scheme of arrangement to acquire more than fifty per cent. of the issued voting share capital of Holidaybreak has become wholly unconditional or effective; (c) a third party announces a firm intention to acquire Holidaybreak Shares under Rule 2.5 of the City Code in competition with the Acquisition and without any pre-conditions where the price per Holidaybreak Share offered by the third party is greater by 5 per cent. or more than the Offer Price; or (v) the Scheme Document is not posted within 28 days of the date of this announcement (or such longer period as may be permitted by the Panel).
4. Cox & Kings has received an irrevocable undertaking to vote in favour of the Acquisition from Aberforth Partners LLP ("Aberforth"), in respect of a total of 4,317,933 Holidaybreak Shares over which Aberforth has discretionary and voting control (representing approximately 6.12 per cent. of the issued ordinary share capital of Holidaybreak). This undertaking will cease to be binding: (a) if an announcement is made, in accordance with Rule 2.5 of the City Code, of a competing offer in respect of the Holidaybreak Shares which represents, in the opinion of Aberforth, a value of not less than 453.7 pence per Holidaybreak Share controlled by Aberforth and Aberforth notify Cox & Kings or otherwise announce that they no longer intend to vote in favour of the Scheme; (b) in respect of Holidaybreak Shares controlled by Aberforth which are sold at a price of not less than 453.7 pence per Holidaybreak Share; (c) if the Scheme is withdrawn or does not become effective; or (d) if the Scheme Document is not posted within 28 days of the this announcement.
5. In aggregate therefore, Cox & Kings has received irrevocable undertakings to vote (or procure the vote) in favour of the Acquisition in respect of a total of 12,064,282 Holidaybreak Shares (representing approximately 17.1 per cent. of the issued ordinary share capital of Holidaybreak). 6. Threadneedle Asset Management, which is able to control the exercise of all rights attaching to 4,495,899 Holidaybreak Shares (representing approximately 6.37 per cent. of the issued ordinary share capital of Holidaybreak), has confirmed to Cox & Kings that it intends to vote such Holidaybreak Shares in favour of the Acquisition. 7. Royal London Asset Management, which is able to control the exercise of all rights attaching to 2,575,988 Holidaybreak Shares (representing approximately 3.65 per cent. of the issued ordinary share capital of Holidaybreak), has confirmed to Cox & Kings that it intends to vote such Holidaybreak Shares in favour of the Acquisition. 8. Schroder Investment Management Limited has expressed an intention to Cox & Kings to procure that 914,422 Holidaybreak Shares (representing approximately 1.30 per cent. of the issued ordinary share capital of Holidaybreak) held on behalf of its clients and/or associates are, so far as reasonably practicable and subject to certain conditions, voted in favour of the Acquisition. 9. Aviva Investors Global Services Limited, as investment manager for certain clients who in aggregate hold 2,369,391 Holidaybreak Shares (representing approximately 3.36 per cent. of the issued ordinary share capital of Holidaybreak), has expressed an intention to Cox & Kings to vote (or procure the vote of) such Holidaybreak Shares in favour of the Acquisition. 10. In aggregate therefore, Cox & Kings has received letters of intent from institutional shareholders to vote (or procure the vote) in favour of the Acquisition in respect of a total of 10,355,700 Holidaybreak Shares (representing approximately 14.7 per cent. of the issued ordinary share capital of Holidaybreak).
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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: |
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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" |
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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" |
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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: | 28 July 2011 |
Contact name: | Kyere Tabiri |
Telephone number: | 02071021267 |
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:
Harbour Energy