6th Jul 2011 12:27
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: | Ladbrokes 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 | R J Ames P Erskine R I Glynn J F Jarvis C J Rodrigues B G Wallace C P Wicks W S Shapland UBS Securities LLC Deutsche Bank AG London |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | Ladbrokes plc |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEROR |
(e) Date position held: | 23 June 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: Sportingbet 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:
| ||||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | ||||
(2) Derivatives (other than options): | ||||
(3) Options and agreements to purchase/sell: | ||||
TOTAL: | N/A | N/A | ||
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): |
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: |
See below |
3.1 Shares held by the directors of Ladbrokes plc
The directors of Ladbrokes plc have the following interests in and rights to subscribe for ordinary shares of 28 1/3p each in the capital of Ladbrokes plc.
Name of Director | No. of Shares | % of Issued Share Capital
|
R J Ames (Note 1) | 156,705 | 0.01726 |
P Erskine (Note 2) | 75,000 | 0.00826 |
R I Glynn (Note 1) | 132,842 | 0.01463 |
J F Jarvis | 15,000 | 0.00165 |
C J Rodrigues (Note 3) | 22,646 | 0.00249 |
B G Wallace (Note 1) | 408,973 | 0.04505 |
C P Wicks | 1,384 | 0.00015 |
Note 1: Under the Ladbrokes plc Share Incentive Plan, R J Ames holds 3,255 shares and B G Wallace holds 2,813 shares. Under the Ladbrokes plc Executive Deferred Bonus Plan, R J Ames holds 132,560 shares, R I Glynn holds 132,842 shares and B G Wallace holds 313,381 shares.
Note 2: P Erskine holds 50,000 of his shares through Harbour Nominees Limited.
Note 3: C J Rodrigues holds 20,000 of his shares through Hargreaves Lansdown (Nominees) Limited.
3.2 Rights to subscribe for shares in Ladbrokes plc
(a) Ladbrokes plc Performance Share Plan
Name of Director | Date of grant | Option price | Share options held | Exercise date |
R J Ames | 20 Feb 2009 | Nil | 331,580 | 20 Feb 2012 |
19 Feb 2010 | Nil | 350,076 | 19 Feb 2013 | |
19 May 2011 | Nil | 372,934 | 19 May 2014 | |
R I Glynn | 29 April 2010 | Nil | 637,242 | 29 April 2013 |
19 May 2011 | Nil | 682,032 | 19 May 2014 | |
B G Wallace | 20 Feb 2009 | Nil | 596,122 | 20 Feb 2012 |
19 Feb 2010 | Nil | 629,373 | 19 Feb 2013 |
(b) Ladbrokes plc 1978 Share Option Scheme
Name of Director | Date of grant | Option price | Share options held | Exercise period
|
R J Ames | 8 April 2005 | 253.37p | 11,839 | 8 April 2008 to 8 April 2015 |
(c) Ladbrokes plc International Share Option Scheme
Name of Director | Date of grant | Option price | Share options held | Exercise period
|
R J Ames | 8 April 2005 | 253.37p | 11,651 | 8 April 2008 to 8 April 2015 |
25 April 2006 | 359.97p | 46,981 | 25 April 2009 to 25 April 2016 | |
1 Sept 2006 | 325.14p | 49,478 | 1 Sept 2009 to 1 Sept 2016 |
(d) Ladbrokes 1983 plc Savings Related Share Option Scheme
Name of Director | Date of grant | Option price | Share options held | Exercise period
|
B G Wallace | 22 June 2009 | 130.33p | 7,020 | 1 Aug 2012 to 31 Jan 2013 |
(e) Ladbrokes plc Growth Plan
Name of Director | Date of grant | Option price | Share options held | Final Exercise period
|
R J Ames | 19 May 2011 | Nil | 1,493,240 | 1 July 2015 to 31 Dec 2015 |
R I Glynn (Note 4) | 30 June 2010 | Nil | 4,035,784 | 1 July 2015 to 31 Dec 2015 |
Note 4: Each of the shares in R I Glynn's award comprises of a restricted interest held jointly with the Trustees of the Ladbrokes Share Ownership Trust and a nil cost option, which together entitle him to the value of a whole share.
(f) Ladbrokes plc 2010 Share Award Plan
Director of Ladbrokes plc | Date of grant | Option price | Share options held | Exercise period |
R I Glynn | 28 April 2010 | Nil | 1,177,103 | 28 April 2013 to 28 April 2020 |
3.3 Interests of persons acting in concert with Ladbrokes plc
Person acting in concert with Ladbrokes plc | Number of shares held | Percentage of issued share capital |
W S Shapland (Note 5) | 25,000 | 0.00275 |
UBS Securities LLC | 330,600 | 0.04 |
Deutsche Bank AG London | 557,920 | 0.04 |
Note 5: W S Shapland is the wife of D M Shapland (Ladbrokes non-executive director).
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: | 6th July 2011 |
| Contact name: | Mike Noble |
| Telephone number: | 020 8515 5799 |
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:
Ladbrokes Coral