Form 8.3 - Shed Media plc

RNS Number : 5182S

Aviva PLC

10 September 2010

 



FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Identity of the person whose positions/dealings are being disclosed:	AVIVA PLC AND ITS SUBSIDIARIES
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	SHED MEDIA PLC
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:	N/A
(e) Date position held/dealing undertaken:	09 SEPTEMBER 2010
(f)  Has the discloser previously disclosed, or are they today disclosing, under the Code in respect of any other party to this offer?	NO

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 (if any)

Class of relevant security:	ORD GBP0.001
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	8,908,365	10.259	0	0
(2) Derivatives (other than options):	0	0	0	0
(3) Options and agreements to purchase/sell:	0	0	0	0
TOTAL:	8,908,365*	10.259	0	0

*PLEASE NOTE THAT AVIVA PLC AND ITS SUBSIDIARIES ARE NOT GENERALLY ENTITLED TO MAKE OFFER ACCEPTANCE DECISIONS IN RESPECT OF 6,720,902 ORDINARY SHARES OF GBP 0.001 EACH WHICH ARE INCLUDED IN THIS TOTAL (FURTHER DETAILS ARE SET OUT IN 4(a) BELOW).

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).

(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.

3.         DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

(a)        Purchases and sales

Class of relevant security	Purchase/sale	Number of securities	Price per unit
ORD GBP0.01	SALE	723,524	GBP1.132500

(b)        Derivatives transactions (other than options)

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit

(c)        Options transactions in respect of existing securities

(i)         Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit

(ii)        Exercising

Class of relevant security	Product description e.g. call option	Number of securities	Exercise price per unit

(d)        Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)

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.

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 person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: If there are no such agreements, arrangements or understandings, state "none"

1. A conditional sale and purchase agreement ("SPA") dated 1 June 2010 was entered into between, among others, CF I Invest C.V. (the "Seller"), Cyrte Investments B.V. ("Cyrte") and Zodiak Entertainment S.A.S. (the "Purchaser"), in respect of 6,720,902 ordinary shares ("Ordinary Shares") of GBP 0.001 each in the Offeree (the "Shares"). The Shares represented approximately 7.8% of the issued share capital of the Offeree at that time. 2. The sale price under the SPA is GBP 0.855887 per Share, to be reduced by the amount of any cash dividend per Share paid to the Seller by the Offeree from the date of the SPA up to and including the date of completion of the SPA. 3. Completion of the sale of the Shares was subject to a certain condition, being completion of another agreement (for the sale to the Purchaser of RDF Media Group Holdings Limited (the "Sale Agreement")) (the "Condition"). The Condition has since been satisfied. However, the date for completion of the SPA has not yet occurred and so the parties have not yet completed the sale of the Shares to the Purchaser. 4. Pending completion of the sale of the Shares, the Purchaser must instruct the Seller as to what steps the Seller should take (including whether or not to vote in favour or to accept, and, if relevant, what form of consideration to receive) with respect to an offer, scheme of arrangement, merger or business contribution which is announced in relation to the Offeree (a "Takeover Offer"), provided that the Seller has first provided the Purchaser certain information in relation to that Takeover Offer. If the Seller has provided information but the Purchaser does not then provide such instructions, the Seller may be free to respond to the Takeover Offer as it wishes. If the Seller has provided information and the Purchaser does then provide instructions, the Seller is obliged to comply with them. In any case, if the aggregate consideration for the Takeover Offer received by the Seller is wholly in cash and (i) is less than the aggregate consideration to be received by it under the SPA (the "Consideration"), the Purchaser must pay any such shortfall amount to the Seller or (ii) is more than the Consideration, the Seller must pay any such excess amount to the Purchaser. However, the Seller has otherwise retained ownership and Cyrte control of the voting rights generally exercisable in respect of the Shares until completion of the sale of them. 5. If, at completion of the SPA, the value of the Shares (by reference to the closing mid market price of Ordinary Shares as quoted on the AIM market of the London Stock Exchange plc on the business day prior to completion) is: (a) at least 25% lower than the Consideration, the Purchaser may terminate the SPA; or (b) at least 25% higher than the Consideration, the Seller may terminate the SPA. 6. Additionally, the Purchaser may terminate the SPA if, among other things, either of the following occurs: (a) an announcement is made in respect of any proposal (not being a Takeover Offer or open offer, rights issue or other pre-emptive offering of shares in the Offeree) of any person to acquire an interest that confers on any person (alone or with persons acting in concert with him) an "Interest In Securities" (as defined in the City Code on Takeovers and Mergers) in Ordinary Shares which carry 30% or more of the total voting rights of shareholders in the Offeree; or (b) a Takeover Offer is announced which provides for consideration otherwise than wholly in cash. 7. The Seller undertakes not to, on or prior to the date of completion of the SPA, sell, dispose of, encumber or grant any rights over any of the Shares to any person other than in accordance with the SPA. However, the Seller is not prevented from selling Shares where legally required to do so under the Companies Act 2006. In the case of such a sale, if the sale price per Share exceeds GBP 0.855887, the Seller must pay the excess to the Purchaser. However, if, following such a sale, the Condition is not fulfilled and the Sale Agreement terminated, the Purchaser is obliged to repay any such excess amount received from the Seller. 8. The Purchaser agrees not to, and agrees to procure that no one acting on its behalf will, in the 6-month period following completion of the SPA, sell any of the Shares without the Seller's consent. However, that restriction does not apply: (a) to an acceptance of an offer for the entire issued share capital of the Offeree by a person who is not acting in concert with the Purchaser (a "Third Party Offer"); (b) to the giving of an irrevocable undertaking to accept a Third Party Offer; (c) to selling any Shares to a person making a Third Party Offer or a person who has announced a firm intention to make a Third Party Offer; (d) to the transfer of any Shares pursuant to any legally compliant offer made by the Offeree to purchase its own shares which is made on identical terms to all holders of Ordinary Shares; (e) to the transfer or disposal of any Shares pursuant to a compromise or arrangement between the Company and its creditors or any class of them or between the Company and its members or any class of them which is agreed to by the creditors or members and sanctioned by the court; (f) in the event of an intervening court order; or (g) to transfers by the Purchaser to a member of its group.

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the person 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

Is a Supplemental Form 8 (Open Positions) attached?

NO

Date of disclosure:	10 SEPTEMBER 2010
Contact name:	NEIL WHITTAKER
Telephone number:	01603 684420

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 [e-mail].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END

 

 

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