Form 8 (OPD) (Broadcom International Limited)
18 Junio 2010 - 1:30AM
UK Regulatory
TIDMINN
RNS Number : 8466N
Broadcom International Ltd
18 June 2010
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) | Broadcom |
| Identity | International |
| of the | Limited |
| party to | |
| the | |
| offer | |
| making | |
| the | |
| disclosure: | |
+-----------------+---------------+
| (b) | NA |
| Owner | |
| or | |
| controller | |
| of | |
| interests | |
| and short | |
| positions | |
| disclosed, | |
| if | |
| different | |
| from 1(a): | |
| The | |
| naming of | |
| nominee or | |
| vehicle | |
| companies | |
| is | |
| insufficient | |
+-----------------+---------------+
| (c) | Innovision |
| Name | Research & |
| of | Technology |
| offeror/offeree | PLC |
| in relation to | |
| whose relevant | |
| securities this | |
| form relates: | |
| Use a | |
| separate form | |
| for each party | |
| to the offer | |
+-----------------+---------------+
| (d) Is | OFFEROR |
| the | |
| party | |
| to the | |
| offer | |
| making | |
| the | |
| disclosure | |
| the | |
| offeror or | |
| the | |
| offeree? | |
+-----------------+---------------+
| (e) | 17 |
| Date | June |
| position | 2010 |
| held: | |
+-----------------+---------------+
| (f) | NO |
| Has | |
| the | |
| party | |
| previously | |
| disclosed, | |
| or is it | |
| today | |
| 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: | |
| | |
+----------------+-----------------------------------+
| | Interests |Short positions |
| | | |
+ +-----------------+-----------------+
| |Number | % |Number | % |
+----------------+--------+--------+--------+--------+
| (1) | | | | |
| Relevant | | | | |
| securities | | | | |
| owned | | | | |
| and/or | | | | |
| controlled: | | | | |
+----------------+--------+--------+--------+--------+
| (2) | | | | |
| Derivatives | | | | |
| (other than | | | | |
| options): | | | | |
+----------------+--------+--------+--------+--------+
| (3) | | | | |
| Options | | | | |
| and | | | | |
| agreements | | | | |
| to | | | | |
| purchase/sell: | | | | |
+----------------+--------+--------+--------+--------+
| | NIL | | NIL | |
| | | | | |
| TOTAL: | | | | |
+----------------+--------+--------+--------+--------+
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 | NONE |
| of | |
| relevant | |
| security | |
| in | |
| relation | |
| to which | |
| subscription | |
| right | |
| exists: | |
+--------------+--------+
| 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): |
+----------------------------+
| |
| Irrevocable |
| undertakings |
| and letters |
| of intent to |
| accept, or |
| procure the |
| acceptance |
| of the |
| Offer, have |
| been |
| received in |
| respect of a |
| total of |
| 49,555,099 |
| Innovision |
| Shares, |
| representing, |
| in aggregate, |
| approximately |
| 54.13 per |
| cent. of |
| Innovision's |
| existing |
| issued share |
| capital. |
| Further |
| details of |
| such |
| irrevocable |
| undertakings |
| are as |
| follows. |
| |
| 1.1 |
| Directors' |
| Irrevocables |
| Shareholder |
| and |
| DirectorHolding |
| of Innovision |
| Shares on the |
| date of this |
| document |
| Percentage of |
| existing issued |
| share capital |
| of Innovision |
| on the date of |
| this document |
| (%) |
| Malcolm A. W. |
| Baggott79,9340.0873 |
| Ian M. |
| Buckley-Golder72,3500.0790 |
| Brian G. |
| McKenzie41,6000.0454 |
| Stephen J. |
| Morris5,5000.0060 |
| David P. |
| Wollen74,9330.0818 |
| Totals:274,3170.3 |
| |
| These shares represent, in |
| aggregate, approximately |
| 0.3 per cent. of |
| Innovision's existing |
| issued share capital. |
| These undertakings will |
| remain binding in the |
| event of a competing offer |
| being made for Innovision |
| and will cease to be |
| binding if the Offer |
| lapses or is withdrawn. |
| The undertakings provide |
| that each of the |
| Innovision Directors named |
| above shall, within seven |
| days of the posting of |
| this Offer Document to |
| Innovision Shareholders, |
| accept or procure |
| acceptance of the Offer in |
| accordance with its terms. |
| |
| The undertakings given by |
| the Innovision Directors |
| also apply to any other |
| Innovision Shares acquired |
| after the date of the |
| undertakings (including |
| Innovision Shares acquired |
| upon the exercise of |
| options) while the Offer |
| remains open for |
| acceptance. The |
| Innovision Directors have |
| agreed that they shall |
| accept or procure the |
| acceptance of the Offer in |
| accordance with its terms |
| in respect of any such |
| Shares allotted to or |
| otherwise acquired after |
| the posting of this Offer |
| Document within two days |
| of the Innovision |
| Directors or their |
| nominees becoming the |
| registered holder of such |
| Innovision Shares. |
| |
| The Innovision Directors |
| named above have also |
| agreed not to withdraw any |
| acceptance of the Offer. |
| 1.2 Other |
| Innovision Shareholders' |
| Irrevocables |
| Shareholder (or manager of |
| shareholder |
| interests)Holding of |
| Innovision Shares on the |
| date of this document |
| Percentage of existing |
| issued share capital of |
| Innovision on the date of |
| this document (%) |
| Herald Asset |
| Management11,594,43812.66 |
| Marc Borrett7,625,7108.33 |
| Invesco Asset Management |
| Limited6,417,2647.01 |
| Helium Special Sitations |
| Fund Limited5,250,0005.73 |
| Gartmore Investment |
| Limited4,354,1954.76 |
| Andrew White2,014,0002.20 |
| Totals:37,255,60740.69 |
| |
| These shares represent, in |
| aggregate, approximately |
| 40.69 per cent. of |
| Innovision's existing |
| issued share capital. |
| These undertakings will |
| remain binding in the |
| event of a competing offer |
| being made for Innovision |
| unless the competing offer |
| is 38.5 pence per |
| Innovision Share or |
| higher, at which point |
| they will lapse. Such |
| irrevocables will cease to |
| be binding if the Offer |
| lapses or is withdrawn. |
| |
| The undertakings given |
| also apply to any other |
| Innovision Shares acquired |
| after the date of the |
| undertakings while the |
| Offer remains open for |
| acceptance. |
| |
| 1.3 Other |
| Innovision Shareholders' |
| Letters of Intent |
| Shareholder (or manager of |
| shareholder |
| interests)Holding of |
| Innovision Shares on the |
| date of this document |
| Percentage of existing |
| issued share capital of |
| Innovision on the date of |
| this document (%) |
| Schroder Investment |
| Management |
| Limited7,494,1028.19 |
| Majedie Asset |
| Management4,531,0734.95 |
| Totals:12,025,17513.13 |
| |
| These shares represent, in |
| aggregate. approximately |
| 13.13% per cent. of |
| Innovision's existing |
| issued share capital. The |
| letters of intent state |
| the applicable |
| shareholders' intention to |
| accept the Offer at the |
| time the letter of intent |
| was issued. |
| |
+----------------------------+
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: |
+-------------+
| |
| NONE |
+-------------+
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 | NO |
| Form 8 (Open | |
| Positions) | |
+--------------+--------+
| Supplemental | NO |
| Form 8 (SBL) | |
+--------------+--------+
+-------------+--------------+
| Date | 18 |
| of | June |
| disclosure: | 2010 |
+-------------+--------------+
| Contact | Office |
| name: | of the |
| | General |
| | Counsel |
| | |
+-------------+--------------+
| Telephone | +1 |
| number: | 949-926-5498 |
| | |
+-------------+--------------+
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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