TIDMNBT TIDMTTM
RNS Number : 5926S
Newton Bidco
23 November 2011
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON
ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF
DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the offer or person acting Newton Bidco Limited, a vehicle formed by or on behalf of
in concert making the disclosure: funds managed and advised by HgCapital
LLP
(b) Owner or controller of interests and short positions HgCapital LLP
disclosed, if different from 1(a):
The naming of nominee or vehicle companies is
insufficient
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(c) Name of offeror/offeree in relation to whose relevant Group NBT plc
securities this form relates:
Use a separate form for each offeror/offeree
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(d) Status of person making the disclosure: OFFEROR
e.g. offeror, offeree, person acting in concert with the
offeror/offeree (specify name of
offeror/offeree)
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(e) Date dealing undertaken: 22 November 2011
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(f) Has the party previously disclosed, or is it today NO
disclosing, under the Code in respect
of any other party to this offer?
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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
Class of relevant security: 1p Ordinary
Interests Short positions
--------------- ------------------
Number % Number %
-------- ----- ------------- ---
(1) Relevant securities owned and/or controlled: 471,044 1.81
-------- ----- ------------- ---
(2) Derivatives (other than options):
-------- ----- ------------- ---
(3) Options and agreements to purchase/sell:
-------- ----- ------------- ---
TOTAL: 471,044 1.81
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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 (including directors'
and other executive options)
Class 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):
The following holders or controllers of Group NBT Shares have given irrevocable undertakings
to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at
the General Meeting:
PART A Number of Group NBT
Number of Group NBT % of Group NBT Shares under Group
Name Shares Shares in issue NBT Share Schemes
Richard Madden - - 100,000
Raj Nagevadia 2,500 0.01 271,698
Geoffrey Wicks 500,000 1.92 316,826
Keith Young MBE 887,432(1) 3.41 -
Nordic Venture
Partners K/S 1,807,268 6.95 341,574
TOTAL 3,197,200 12.29 1,030,098
The undertakings listed in this Part A cease to be binding if (i) the Scheme Document is not
published within 28 days of the date of 23 September 2011 (or such later date as the Panel
may agree), (ii) the Scheme does not become effective (or takeover offer, as applicable, does
not become wholly unconditional) on or before the Long Stop Date, or (iii) in the case of
the undertakings given by the Group NBT Directors, the Scheme lapses or is withdrawn, and
in the case of the undertaking given by Nordic Venture Partners K/S, the Scheme is withdrawn
or any competing offer is made which is declared wholly unconditional or otherwise becomes
effective.
PART B Number of Group NBT
Number of Group NBT % of Group NBT Shares under Group
Name Shares Shares in issue NBT Share Schemes
Herald Investment
Management Limited 2,518,250 9.69 -
Blackrock Investment
Management (UK)
Limited(2) 2,278,527 8.77 -
Artemis Investment
Management LLP 2,000,000 7.69 -
TOTAL 6,796,777 26.15 -
The undertakings listed in this Part B cease to be binding if (i) the Scheme Document is not
published within 28 days of 23 September 2011 (or such later date as the Panel may agree),
(ii) the Scheme does not become effective (or takeover offer, as applicable, does not become
wholly unconditional) on or before the Long Stop Date, or (iii):
* in the case of the undertaking given by Herald
Investment Management Limited (a) the Scheme is
withdrawn or any competing offer is made which is
declared wholly unconditional or otherwise becomes
effective, or (b) a third party makes or announces a
firm intention to make an offer for Group NBT on
terms which represent at least a 10 per cent. premium
to the value of the Cash Offer;
* in the case of the undertaking given by Blackrock
Investment Management (UK) Limited (a) the Scheme
lapses or is withdrawn or any competing offer is made
which is declared wholly unconditional or otherwise
becomes effective, or (b) a third party makes or
announces a firm intention to make an offer for Group
NBT on terms which represent at least a 5 per cent.
premium to the value of the Cash Offer; and
* in the case of the undertaking given by Artemis
Investment Management LLP, the Scheme is withdrawn or
a competing offer is made for Group NBT on terms
which represent at least a 5 per cent. premium to the
value of the Cash Offer .
Notes:
(1) This includes 37,432 Group NBT Shares beneficially owned by Keith Young through a SIPP.
(2) This is the number of Group NBT Shares which Blackrock Investment Management (UK) Limited
had the ability to control the voting rights in as at close of business on 22 September 2011.
The undertaking given by Blackrock Investment Management (UK) Limited relates to the number
of Group NBT Shares which it is able to control the voting rights in as at the record time
for the Court Meeting and the General Meeting. Prior to the record time, Blackrock Investment
Management (UK) Limited may deal with Group NBT Shares on the instructions of its clients
holding direct or indirect interests in such shares.
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
Class of relevant security Purchase/sale Number of securities Price per unit
1p Ordinary Purchase 1 550p
--------------- --------------------- ---------------
(b) Derivatives transactions (other than options)
Class of relevant Product description Nature of dealing Number of reference Price per unit
security e.g. CFD e.g. opening/closing a securities
long/short position,
increasing/reducing a
long/short position
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Class of Product Writing, Number of Exercise Type Expiry date Option money
relevant description purchasing, securities price per e.g. paid/
security e.g. call selling, to which unit American, received per
option varying etc. option European unit
relates etc.
(ii) Exercising
Class of relevant security Product description Number of securities Exercise price per unit
e.g. call option
(d) Other dealings (including subscribing for new securities)
Class of relevant security Nature of dealing Details Price per unit (if applicable)
e.g. subscription, conversion
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.
This trade has been carried out in relation to the recommended
scheme of arrangement (the "Scheme") pursuant to which Newton Bidco
Limitedis proposing to acquire the entire issued share capital of
Group NBT plc, details of which were set out in a circular to Group
NBT plc shareholders dated 12 October 2011 ("Scheme Document"). As
disclosed in the Scheme Document, for the purposes of implementing
the Scheme, Newton Bidco Limited has acquired one ordinary share in
Group NBT plc in advance of the Scheme Record Time at 6.00 p.m. on
Wednesday 23 November 2011.
The Takeover Panel Executive has confirmed on an ex parte basis
that this dealing has no Code consequences.
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 or person acting in concert making the
disclosure and any other person:
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 or person acting in concert 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"
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
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Date of disclosure: 23 November 2011
Contact name: Alison Hampton
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Telephone number: 020 7089 7888
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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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