TIDMHGG TIDMGRT
RNS Number : 4310Z
Henderson Group plc
13 January 2011
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Consistent with Rules 8.1 and 8.2 of the Takeover Code (the
"Code") as the parties have agreed will apply to the Offer
1. KEY INFORMATION
(a) Identity of the party to the HENDERSON GROUP PLC
offer making 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 GARTMORE GROUP LIMITED
relation to whose relevant
securities this form relates: Use
a separate form for each party to
the offer
--------------------------------------
(d) Is the party to the offer OFFEROR
making the disclosure the offeror
or the offeree?
--------------------------------------
(e) Date position held: 12 JANUARY 2011
--------------------------------------
(f) Has the party previously YES - MADE 12 JANUARY 2011 RE.
disclosed, or is it today HENDERSON GROUP PLC SHARES
disclosing, under the Code in
respect of any other party to
this offer?
--------------------------------------
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
Interests Short positions
------------ ------------------
Number % Number %
-------- ------------- ---
(1) Relevant securities owned and/or Nil - Nil -
controlled:
-------- ------------- ---
(2) Derivatives (other than options): Nil - Nil -
-------- ------------- ---
(3) Options and agreements to Nil - Nil -
purchase/sell:
-------- ------------- ---
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 None
right exists:
Details, including nature of the rights concerned None
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):
1. The following directors of the offeree who are
holders of relevant securities in the offeree to which
this disclosure relates or have an interest in such
securities have given irrevocable undertakings to
vote in favour of the Scheme:
Number of Gartmore Percentage of issued
Name Shares capital
----------------------- ----------------------- -----------------------
1 Jeffrey Meyer 6,983,104 1.91
----------------------- ----------------------- -----------------------
2 Keith Starling 2,887,139 0.79
----------------------- ----------------------- -----------------------
3 Andrew Skirton 619,672 0.17
----------------------- ----------------------- -----------------------
4 David Lindsell 47,852 0.01
----------------------- ----------------------- -----------------------
5 David Barclay 22,727 <0.01
----------------------- ----------------------- -----------------------
TOTAL 10,560,494 2.9
----------------------- ----------------------- -----------------------
Notes:
These undertakings will continue to be binding even
if a Competing Proposal is made which exceeds the
value of the Acquisition and even if such higher Competing
Proposal is recommended for acceptance by the Gartmore
Directors. However, these undertakings shall cease
to be binding if the Scheme or Takeover Offer lapses
or is withdrawn or if the Implementation Agreement
is terminated in accordance with its terms.
2. The following holders of relevant securities in
the offeree to which this disclosure relates have
given irrevocable undertakings to vote in favour of
the Scheme:
Number of Gartmore Percentage of issued
Name Shares capital
----------------------- ----------------------- -----------------------
Hellman & Friedman
1 Acquisition I Limited 65,433,875 17.97
----------------------- ----------------------- -----------------------
Hellman & Friedman
Acquisition II
2 Limited 9,304,990 2.53
----------------------- ----------------------- -----------------------
3 Roger Guy 16,912,302 4.64
----------------------- ----------------------- -----------------------
4 Henderson New Star 44,044,695 12.10
----------------------- ----------------------- -----------------------
8,532,246 (as opposed
to the figure of 2.34 (as opposed to
18,200,000 which was the figure of 5.00
set out in the 2.5 which was set out in
announcement of even the 2.5 announcement
5 Lansdowne Partners date) of even date)
----------------------- ----------------------- -----------------------
Barclays Wealth
Trustees (Guernsey)
6 Limited 2,830,339 0.77
----------------------- ----------------------- -----------------------
147,058,447 (as
opposed to the figure 40.40 (as opposed to
of 156,726,201 which the figure of 43.01
was set out in the 2.5 which was set out in
announcement of even the 2.5 announcement
TOTAL date) of even date)
----------------------- ----------------------- -----------------------
Notes:
(1) These undertakings will continue to be binding
even if a Competing Proposal is made which exceeds
the value of the Acquisition and even if such higher
Competing Proposal is recommended for acceptance by
the Gartmore Directors. However, these undertakings
shall cease to be binding if the Scheme or Takeover
Offer lapses or is withdrawn or if the Implementation
Agreement is terminated in accordance with its terms.
(2) These undertakings will continue to be binding
if there is a Competing Proposal unless such Competing
Proposal represents an improvement of not less than
10 per cent. on the price per Gartmore Share under
the Acquisition as set out in this announcement and
Henderson does not match that Competing Proposal within
seven days of the announcement of the Competing Proposal.
In addition, these undertakings shall cease to be
binding if the Scheme or Takeover Offer lapses or
is withdrawn or if the Implementation Agreement is
terminated in accordance with its terms.
(3) Henderson New Star's holding comprises of interests
in 3,908,959 (1.07%) Gartmore Shares held through
contracts for difference and beneficial interests
in 40,135,736 (11.03%) Gartmore Shares.
(4) This undertaking is over unallocated shares held
as trustee for the Gartmore Omnibus Incentive Plan
and the number of shares will therefore fluctuate
as Gartmore Shares cease to be or become unallocated.
3. The following holders of relevant securities in
the offeree to which this disclosure relates have
given irrevocable undertakings to agree to and to
be bound by the Scheme:
Number of Gartmore Percentage of issued
Name Shares capital
----------------------- ----------------------- -----------------------
1 John Bennett 11,582,939 3.18
----------------------- ----------------------- -----------------------
2 Christopher Palmer 5,842,572 1.60
----------------------- ----------------------- -----------------------
3 John Clive Stewart 5,348,419 1.46
----------------------- ----------------------- -----------------------
4 Neil Rogan 5,178,911 1.42
----------------------- ----------------------- -----------------------
5 Robert Giles 4,341,143 1.19
----------------------- ----------------------- -----------------------
6 Christopher Burvill 4,295,937 1.18
----------------------- ----------------------- -----------------------
7 Ben Shaheen Wallace 4,210,486 1.15
----------------------- ----------------------- -----------------------
8 Charles Edward Awdry 2,232,344 0.61
----------------------- ----------------------- -----------------------
9 Adam James McConkey 2,078,237 0.57
----------------------- ----------------------- -----------------------
10 Simon John Peters 1,783,822 0.49
----------------------- ----------------------- -----------------------
11 Leopold Arminjon 1,463,193 0.40
----------------------- ----------------------- -----------------------
12 Tomas Pinto 1,463,193 0.40
----------------------- ----------------------- -----------------------
13 Anthony John Lanning 587,497 0.16
----------------------- ----------------------- -----------------------
14 Luke Christian Newman 506,948 0.13
----------------------- ----------------------- -----------------------
15 Simon Melluish 50,065 0.01
----------------------- ----------------------- -----------------------
TOTAL 50,965,706 13.95
----------------------- ----------------------- -----------------------
Notes:
These undertakings will continue to be binding even
if a Competing Proposal is made which exceeds the
value of the Acquisition and even if such higher Competing
Proposal is recommended for acceptance by the Gartmore
Directors. However, these undertakings shall cease
to be binding if the Scheme or Takeover Offer lapses
or is withdrawn.
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE
OFFER MAKING THE DISCLOSURE (AS AGREED BETWEEN THE PARTIES)
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 (as agreed
between the parties):
To be disclosed in a supplemental opening position
disclosure as soon as is practicable
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: 13 January 2011
Contact name: Matthew Purkis, Company Secretary
----------------------------------
Telephone number: 020 7818 2959
----------------------------------
Public disclosures consistent with the requirements of Rule 8 of
the Code should be made to a Regulatory Information Service.
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
FEELLFVVLAIVLIL
Gartmore Grp (LSE:GRT)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Gartmore Grp (LSE:GRT)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
