13th Sep 2012 18:21
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: | Bridgemere Securities Limited, Toscafund Asset Management LLP, Penta Capital LLP | |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | Bridgemere Securities Limited is ultimately controlled by Steve Morgan | |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | Redrow plc | |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEROR | |
(e) Date position held: | 12 September 2012 | |
(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 10 pence each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | ||||
(a) Bridgemere Securities Limited | 109,541,760 | 29.62 | ||
(b) Toscafund Asset Management LLP | 61,861,111* | 16.73 | ||
(2) Derivatives (other than options): | n/a | |||
(3) Options and agreements to purchase/sell: | n/a | |||
TOTAL: | 171,402,871 | 46.35 | ||
* Please note that this figure includes a holding of 10,695,000 Redrow shares in respect of which the beneficial owner has retained the voting rights.
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: |
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): |
n/a
|
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: | |||||
Concert Party | Interests | ||||
Nature of Interest | Number | % | |||
(A) Persons acting in concert with Bridgemere Securities Limited | |||||
Durcan Investments Limited | Relevant securities owned or controlled | 39,844,285 | 10.77 | ||
Fiona Elspeth Morgan | Relevant securities owned or controlled | 100,000* | 0.027 | ||
Bryan Dix | Relevant securities owned or controlled | 230,000** | 0.062 | ||
Sharon Parr | Relevant securities owned or controlled | 11,332*** | 0.003 | ||
Housing Deposit Trust | Relevant securities owned or controlled | 300,000**** | 0.081 | ||
Ashley Lewis | Relevant securities owned or controlled | 12,420 | 0.003 | ||
Vincent Fairclough | Relevant securities owned or controlled | 4,428 | 0.001 | ||
Mrs V. Fairclough | Relevant securities owned or controlled | 1,314 | 0.00036 | ||
Barclays plc | Relevant securities owned or controlled | 9,107 | 0.0025 | ||
John Tutte | Relevant securities owned or controlled | 158,334 | 0.043 | ||
Options and agreements to sell/purchase | 1,422,918 (please see Note 1 below) | 0.38 (of existing issued Redrow share capital of 369,799,938 shares) | |||
Barbara Richmond | Relevant securities owned or controlled | 89,819 | 0.024 | ||
Options and agreements to sell/purchase | 826,879 (please see Note 2 below) | 0.224 (of existing issued Redrow share capital of 369,799,938 shares) | |||
(B) Persons acting in concert with Toscafund Asset Management LLP/Penta Capital LLP | |||||
Cheviot Asset Management Limited | Relevant securities owned or controlled | 81,227 | 0.02 | ||
* Fiona Elspeth Morgan is the wife of Steve Morgan, a director of Bridgemere Securities Limited.
** The 230,000 shares in which Bryan Dix is interested are held by Huntress Nominees (CI Limited) as nominee for the Dix Family Discretionary Trust of 20th March 2007, of which Bryan Dix and Kim Darbey Dix are trustees and hold beneficial title.
*** The 11,332 shares in which Sharon Parr is interested are held jointly by Sharon Parr and Neil Andrew Parr.
**** These shares are held by Rock (Nominees) Limited as nominee for the Housing Deposit Trust, of which Bryan Dix and Sharon Parr are trustees and hold beneficial title.
Note 1: Details of share options held by John Tutte are set out in the table below:
Scheme | Initial Option Price | Options | Exercise Price | First Exercise | Expiry Date |
Save As You Earn Scheme 2011 | n/a | 9,453 | £0.95 | 1 January 2015 | 1 July 2015 |
Long-Term Share Incentive Plan ("LTSIP") 2008 | Nil cost | 471,512 | n/a | 21 November 2013 | 20 November 2018 |
LTSIP 2009 | Nil cost | 229,007 | n/a | 22 December 2012 | 21 December 2019 |
LTSIP 2010 | Nil cost | 365,131 | n/a | 18 February 2014 | 20 April 2024 |
LTSIP 2011 | Nil cost | 323,834 | n/a | 21 September 2014 | 20 September 2024 |
Company Share Option Plan 2008 | n/a | 23,981 | £1.25 | 21 November 2013 | 20 November 2018 |
Total: | 1,422,918 |
Note 2: Details of share options held by Barbara Richmond are set out in the table below:
Scheme | Initial Option Price | Options | Exercise Price | First Exercise | Expiry Date |
Save As You Earn Scheme 2010 | n/a | 9,146 | £0.98 | 1 January 2014 | 1 July 2014 |
Long-Term Share Incentive Plan ("LTSIP") 2009 | Nil cost | 358,423 | n/a | 25 February 2013 | 24 February 2020 |
LTSIP 2010 | Nil cost | 243,421 | n/a | 18 February 2014 | 20 April 2024 |
LTSIP 2011 | Nil cost | 215,889 | n/a | 21 September 2014 | 20 September 2024 |
Total: | 826,879 |
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 |
| (1) Date of disclosure: | 13 September 2012 |
| (2) Contact name: | Matthias Zillner |
| (3) Telephone number: | 0203 134 3356 |
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:
RDW.L