Form 8.3 - Shed Media plc

RNS Number : 7610S

Aviva PLC

15 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	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:	Dealing undertaken on 14 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:	Ordinary shares of GBP 0.001 each
	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

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

(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)
Ordinary shares of GBP 0.001 each	TERMINATION OF AN AGREEMENT TO SELL	Further details set out below in 4(a)	GBP 0.855887

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. As announced on 16 June 2010, 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 was 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 was subsequently satisfied. 4. On 14 September 2010, which was the due date for completion, 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) was at least 25% higher than the consideration set out in the SPA and the Seller has exercised its right under the SPA to terminate the SPA, such that the transfer of the Shares to the Purchaser shall not take place.

(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:	15 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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