20th Apr 2012 11:57
FORM 8.3
AMENDMENT TO RNS 0578A - CHANGE TO SECTION 2(a)
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the person whose positions/dealings are being disclosed: | Johan Claesson |
(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 offeror/offeree | K3 Business Technology Group plc |
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: | |
(e) Date position held/dealing undertaken: | 26 March 2012 |
(f) Has the discloser previously disclosed, or are they today disclosing, under the Code in respect of any other party to this offer? | NO
|
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
Class of relevant security:
| 25p Ordinary | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 5,977,755 | 20.99 | Nil | |
(2) Derivatives (other than options): | Nil | Nil | ||
(3) Options and agreements to purchase/sell: | Nil | Nil | ||
TOTAL: | 5,977,755 | 20.99 | Nil | |
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).
(b) Rights to subscribe for new securities (including directors' and other executive options)
Class of relevant security in relation to which subscription right exists: | 25p Ordinary |
Details, including nature of the rights concerned and relevant percentages: | Included within other loans due to related parties are loans of £0.64m (2010: £0.64m) from CA Fastigheter AB, a company connected with Mr PJ Claesson, a director of the Company. A loan of £0.75m was made in connection with the acquisition of Alpha Landsteinar in October 2004. The loan was repayable in twelve equal quarterly instalments commencing on 31 March 2006 subject to earlier repayments from proceeds from a future placing or from new bank loans raised. No repayments have been made during the current or previous period. Interest is charged at 8.5% per annum and the accrual at the year end amounted to £14,000 and is included in accruals (2010: £14,000). In connection with the loan, the company issued 200,000 warrants for ordinary shares of 25p. These are exercisable at £0.90 and until the date upon which the loan is repaid. As the loan remains outstanding, the warrants remain exercisable. In addition, 500,000 warrants for ordinary shares of 25p each were issued to CA Fastigheter AB during 2007 in recognition of the reduction in its security following the increase in borrowings from the bank to fund the acquisition of McGuffie Brunton Limited. The warrants are exercisable at 123.5p and until the loan is repaid upon meeting the following conditions: 300,000 of the warrants are exercisable when the company's share price reaches £2.50; 100,000 are exercisable when it reaches £3.25; 100,000 have no conditions attached to them.
|
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.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
Class of relevant security | Purchase/sale
| Number of securities | Price per unit |
|
(b) Derivatives transactions (other than options)
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit |
|
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
(ii) Exercising
Class of relevant security | Product description e.g. call option | Number of securities | Exercise price per unit |
|
(d) Other dealings (including subscribing for new securities)
Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
|
The currency of all prices and other monetary amounts should be stated.
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
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 person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: If there are no such agreements, arrangements or understandings, state "none" |
N/A
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure 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" |
N/A
|
(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? | NO |
| Date of disclosure: | 20 April 2012 |
| Contact name: | Johan Claesson |
| Telephone number: | 00 46 70 547 16 36 |
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:
K3 Business Technology Group