14th Jun 2012 11:50
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 Logica 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 Logica 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: 13 June 2012 (f) Has the party previously disclosed, or is NO it today disclosing, under the Code in respect of any other party to this offer? If YES, specify which:
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 0 - 0 - securities owned and/or controlled: (2) Derivatives 0 - 0 - (other than options): (3) Options and 0 - 0 - agreements to purchase/sell: TOTAL: 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 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:
3.1 Shares held by directors of Logica plc Director Number of Logica Shares Percentage of existing issued shares David Tyler 386,298 0.02 Sergio Giacoletto-Roggio 23,493 0.00 Jan Babiak 14,246 0.00 No«l Harwerth 30,701 0.00 Dr Wolfhart Hauser 66,540 0.00 Fr©d©ric Rose 67,268 0.00 Andrew Green 2,538,277 0.11 Himanshu Raja 125,169(1) 0.00
(1) Including 100,000 Logica Shares registered in the name of Mr. Himanshu Raja's wife (Mrs. Sarah Raja-Brown).
3.2 Shares in Logica plc held by the family members of directors of Logica plc
683,363 Logica Shares legally and beneficially held by Mr. Andrew Green's wife (Mrs. Alison Green).
3.3 Directors rights to subscribe in Logica plc shares
Logica UK Sharesave Scheme
Director Number of Date of Grant Vesting Date Price of Award Logica Shares (£) under option Andrew Green 3,025 31.03.2010 01.05.2013 0.96 2,850 31.05.2011 01.07.2014 1.14 4,056 03.04.2012 01.05.2015 0.71 Himanshu Raja 4,056 03.04.2012 01.05.2015 0.71
Logica Employee Share Match Plan
Director Number of Date of Grant Vesting Date Price of Award Logica Shares (£) under option Himanshu Raja 393 03.04.2012 03.04.2015 Nil
Logica Deferred Investment Share Plan
Director Number of Date of Grant Vesting Date Price of Award Logica Shares (£) under option Andrew Green 223,538 26.03.2010 26.03.2013 Nil 187,490 30.03.2011 30.03.2014 Nil Himanshu Raja 49,552 28.03.2012 28.03.2015 Nil
Logica Partners' Incentive Plan
Director Number of Date of Grant Vesting Date Price of Award Logica Shares (£) under option Andrew Green 75,782 26.03.2010 26.03.2013 Nil 250,096 30.03.2011 30.03.2014 Nil Himanshu Raja 113,889 28.03.2012 28.03.2015 Nil
Logica Partners Performance Multiplier Plan
Director Number of Date of Grant Vesting Date Price of Award Logica Shares (£) under option Andrew Green 151,564 26.03.2010 26.03.2013 Nil 500,192 30.03.2011 30.03.2014 Nil Himanshu Raja 227,778 28.03.2012 28.03.2015 Nil
Logica Long Term Incentive Plan
Director Number of Date of Grant Vesting Date Price of Award Logica Shares (£) under option Andrew Green 158,511 26.03.2010 26.03.2013 Nil Himanshu Raja 324,970 09.08.2011 09.08.2014 Nil
Logica Restricted Share Plan
Director Number of Date of Grant Vesting Date Price of Award Logica Shares (£) under option Himanshu Raja 433,294 09.08.2011 Two equal Nil tranches 04.07.2012 and 04.07.2013 3.4 Share interests of concert parties Bank of America Merrill Lynch
Bank of America Merrill Lynch declared its interests in a RNS disclosure dated 01/06/2012.
Deutsche Bank
Deutsche Bank holds 1,798,777 Logica shares. (0.11% of the existing issued share capital).
Employment Benefit Trust
Logica plc Employee Share Ownership Plan Trust holds 8,204,224 Logica Shares (0.51% of the existing issued share capital).
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: 12.06.2012 Contact name: Alice Rivers Telephone number: 07834326010
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.
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PINXRelated Shares:
LOG.L