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PETROCELTIC OPENING DISCLOSURE IN MELROSE

17th Aug 2012 07:01

RNS Number : 2339K
Petroceltic International PLC
17 August 2012
 



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:

Petroceltic International PLC ("Petroceltic")

(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 party to the offer

Melrose Resources plc ("Melrose")

(d) Is the party to the offer making the disclosure the offeror or the offeree?

Offeror

(e) Date position held:

16 August 2012

(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

Yes

If YES, specify which: Petroceltic

 

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:

NIL

-

NIL

-

(2) Derivatives (other than options):

NIL

-

NIL

-

(3) Options and agreements to purchase/sell:

NIL

-

NIL

-

 

TOTAL:

NIL

-

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).

 

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:

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):

 

Petroceltic has received irrevocable undertakings to vote (or procure to be voted) in favour of the resolutions relating to the acquisition of the entire issued ordinary share capital of Melrose by Petroceltic (the "Merger") to be implemented by way of a court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 in respect of 59,946,088 Melrose ordinary shares, representing approximately 52.27% of the current issued share capital of Melrose.

 

Holder

 

Interest

Number

%

Robert Adair and Skye Investments Limited (a company connected to Robert Adair) *

58,431,929

50.95

David Archer

504,830

0.44

Anthony Richmond-Watson

777,769

0.68

David Thomas

150,000

0.13

William Wyatt

81,560

0.07

Total

59,946,088

52.27

 

The undertakings will cease to be binding if (i) the Merger is not implemented by the date which is 9 months from the date of the first public announcement of the Merger by Melrose and/or Petroceltic; (ii) Petroceltic proposes any variation to the Merger unless the principal terms of the revised Merger are no less favourable than the terms set out in the Rule 2.7 announcement relating to the Merger (including, if Petroceltic elects to implement the Merger by way of a takeover offer, an acceptance condition of not less than 75 per cent. unless a lower acceptance condition is agreed by Melrose with Panel consent); or (iii) the Merger lapses or is withdrawn without having become wholly unconditional or effective, save in circumstances where within three days of the Merger having lapsed or been withdrawn Petroceltic announces a new offer for Melrose on terms no less favourable to Melrose shareholders than those set out in the Rule 2.7 announcement.

 

* A substantial majority of the Melrose shares in which Robert Adair and Skye Investments Limited ("Skye") are interested are subject to charges in favour of third parties. In each case where such consent is required, the beneficiary of the charge has consented to Robert Adair and Skye providing the irrevocable undertaking described herein. However, in the event that any beneficiary of the charges granted by Robert Adair or Skye enforces its security interest in such Melrose shares, the irrevocable undertaking shall not be binding on the party enforcing such security interest.

 

 

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:

 

It has not been practicable for Petroceltic to make enquiries of all of its concert parties in advance of releasing this Opening Position Disclosure and therefore this Opening Position Disclosure does not include all relevant details in respect of Petroceltic's concert parties.

 

Petroceltic confirms that a further disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code will be made as soon as possible, if required.

 

 

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:

17 August 2012

Contact name:

Peter Dunne

Telephone number:

+353 1421 8300

 

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 monitoring@disclosure.org.uk. 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.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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