27th Jun 2011 16:29
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: | LAIRD 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 | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | LAIRD PLC |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEREE |
(e) Date position held: | 27 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? | NO
|
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:
| Ordinary shares of 28.125p each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | None | N/A | None | N/A |
(2) Derivatives (other than options): | None | N/A | None | N/A |
(3) Options and agreements to purchase/sell: | None | N/A | None | N/A |
TOTAL: | N/A | N/A | 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: | None |
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
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 Laird PLC
The directors of Laird PLC have the following interests in and rights to subscribe for ordinary shares of 28.125p each in the capital of Laird PLC.
Name of Director | No. of Shares | % of Issued Share Capital
|
N J Keen (Note 1) | 326,890 | 0.12275
|
P J Hill | 300,630 | 0.11289
|
M L Rapp (Note 2) | 101,273 | 0.03802
|
J C Silver | 1,000 | 0.00037
|
Sir Christopher Hum (Note 3) | 4,500 | 0.00168
|
Professor M J Kelly | 2,250 | 0.00084
|
A J Reading (Note 4) | 1,000 | 0.00037
|
A M Robb (Note 5) | 37,500 | 0.01408
|
Dr W R Spivey | 158,233 | 0.05941
|
Note 1: Mr Keen holds 322,939 of his shares jointly with his wife Mrs Caroline Keen, as trustees of the Imperialise Limited Pension Fund.
Note 2: Mr Rapp holds his 101,273 shares through Vidacos Nominees Limited.
Note 3: Sir Christopher Hum holds his 4,500 shares through Pershing Keen Nominees Limited.
Note 4: Mr Reading holds his 1,000 shares through Barclay Share Nominees Limited.
Note 5: Mr Robb holds his 37,500 shares through Strand Nominees Limited.
3.2 Rights to subscribe for shares in Laird PLC
(a) Laird PLC 2003 Long Term Incentive Plan
Director of Laird PLC | Date of grant | Option price | Market price at date of award | Share options held | Exercise period |
PJ Hill | 21 Mar 2011 | Nil | 149.80p | 406,542 | 21 Mar 2014 to 21 Mar 2016 |
19 Apr 2010 | Nil | 123.40p | 468,462 | 19 Apr 2013 to 19 Apr 2015 | |
12 May 2009 | Nil | 169.50p | 172,917 | 12 May 2012 to 12 May 2014 | |
ML Rapp | 21 Mar 2011 | Nil | 149.80p | 288,672 | 21 Mar 2014*
|
19 Apr 2010 | Nil | 123.40p | 349,380 | 19 Apr 2013*
| |
12 May 2009 | Nil | 169.50p | 138,333 | 12 May 2012*
| |
JC Silver | 21 Mar 2011 | Nil | 149.80p | 224,299 | 21 Mar 2014 to 21 Mar 2016 |
19 Apr 2010 | Nil | 123.40p | 258,462 | 19 Apr 2013 to 19 Apr 2015 | |
12 May 2009 | Nil | 169.50p | 95,681 | 12 May 2012 to 12 May 2014 |
*Mr Rapp's conditional awards vest automatically, in order to comply with US tax legislation.
(b) Laird PLC 2003 Executive Share Option Plan
Director of Laird PLC | Date of grant | Option price | Share options held | Exercise period
|
PJ Hill | 21 March 2011 | 149.80p | 304,906 | 21 March 2014 to 21 March 2021 |
2 August 2010 | 124.90p | 243,795 | 2 Aug 2013 to 2 Aug 2020
| |
12 May 2009 | 147.04p | 345,833 | 12 May 2012 to 12 May 2019
| |
25 April 2006 | 397.08p | 140,638 | 25 Apr 2009 to 25 April 2016
| |
18 March 2005 | 280.19p | 188,270 | 18 Mar 2008 to 18 Mar 2015
| |
12 March 2004 | 235.08p | 169,686 | 12 Mar 2007 to 12 Mar 2014 | |
PJ Hill | 2 June 2003 | 169.16p | 177,266 | 2 Jun 2006 to 2 Jun 2013
|
ML Rapp | 21 March 2011 | 149.80p | 216,504 | 21 March 2014 to 21 March 2021 |
2 August 2010 | 124.90p | 179,965 | 2 Aug 2013 to 2 Aug 2020
| |
12 May 2009 | 147.04p | 276,667 | 12 May 2012 to 12 May 2019
| |
25 April 2006 | 397.08p | 73,778 | 25 Apr 2009 to 25 April 2016
| |
18 March 2005 | 280.19p | 99,025 | 18 Mar 2008 to 18 Mar 2015
| |
JC Silver | 21 March 2011 | 149.80p | 168,224 | 21 March 2014 to 21 March 2021 |
2 August 2010 | 124.90p | 134,507 | 2 Aug 2013 to 2 Aug 2020
| |
12 May 2009 | 147.04p | 191,361 | 12 May 2012 to 12 May 2019
| |
25 April 2006 | 397.08p | 73,778 | 25 Apr 2009 to 25 April 2016
| |
18 March 2005 | 280.19p | 99,025 | 18 Mar 2008 to 18 Mar 2015
| |
12 March 2004 | 235.08p | 112,718 | 12 Mar 2007 to 12 Mar 2014
| |
2 June 2003 | 169.16p | 71,251 | 2 Jun 2006 to 2 Jun 2013
|
(c) Laird PLC 1994 Executive Share Option Plan
Director of Laird PLC | Date of grant | Option price | Share options held | Exercise period
|
PJ Hill | 10 Dec 2002 | 139.66p | 272,467 | 10 Dec 2005 to 10 Dec 2012
|
3.3 Interests of persons acting in concert with Laird PLC
Person acting in concert with Laird PLC
| Number of shares held | Percentage of issued share capital |
M E Reading (Note 6)
| 29,000 | 0.01089 |
C R Silver (Note 7)
| 374,000 | 0.14044 |
Note 6: Myra Reading is the wife of Anthony Reading (Laird non-executive director) and the shares are held in Barclay Share Nominees Limited.
Note 7: Carolyn Silver is the wife of Jonathan Silver (Laird finance 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: | 27 June 2011 |
| Contact name: | Marion Downie |
| Telephone number: | 0207 468 4040 |
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:
Laird