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PUBLIC OPENING POSITION DISCLOSURE

31st Aug 2012 18:21

RNS Number : 2876L
Petroceltic International PLC
31 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

Petroceltic

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

Offeror

(e) Date position held:

30 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: Melrose Resources plc

 

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):

 

The Petroceltic directors listed below have given irrevocable undertakings to Melrose to vote 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 17,767,842 Petroceltic ordinary shares, representing 0.75% of the current issued share capital of Petroceltic.

 

Director

Number of shares

% of Issued Shares

Brian O'Cathain

3,776,820

0.16

Tom Hickey

5,882,856

0.25

Andrew Bostock

3,000,000

0.13

Con Casey

4,008,166

0.17

Hugh McCutcheon

1,100,000

0.05

Total

17,767,842

0.75

 

The undertakings will cease to be binding if (i) the Merger is not implemented by the date which is nine months from the date of the first public announcement of the Merger by Melrose and/or Petroceltic; or (ii) Melrose announces that it has withdrawn its recommendation to Melrose shareholders to vote in favour of the resolutions proposed at the scheme meetings in respect of the Merger.

 

 

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:

 

Details of the shares held by Petroceltic directors are set out below.

 

Director

Number of shares

% of Issued Shares

Brian O'Cathain

3,776,820

0.16

Tom Hickey

5,882,856

0.25

Andrew Bostock

3,000,000

0.13

Con Casey

4,008,166

0.17

Hugh McCutcheon

1,100,000

0.05

 

Details of the rights to subscribe in Petroceltic shares held by Petroceltic directors are set out below.

 

Director

Date of Grant

No. of shares under option

Exercise price (pence)

Expiry Date

2004 Share Schemes

Brian O'Cathain (Standard)

19/04/2007

5,281,690

13.91

25/03/2014

Brian O'Cathain (Super)

19/04/2007

5,281,690

13.91

25/03/2014

Brian O'Cathain (Standard)

26/08/2008

5,000,000

6.4

25/08/2015

Brian O'Cathain (Super)

26/08/2008

5,000,000

6.4

25/08/2015

2009 Share Schemes

Brian O'Cathain

14/07/2009

7,500,000

8.9

14/07/2016

Tom Hickey

13/06/2011

16,300,000

11.4

10/06/2018

Brian O'Cathain

13/06/2011

15,200,000

11.4

10/06/2018

Details of the shares held by parties acting in concert with Petroceltic are set out below.

 

Name

Number of shares

% of Issued Shares

Davy

8,238,872

0.35

 

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:

31 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 [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.

 

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