Form 8 (OPD)- Barr(A.G.) PLC

RNS Number : 4703M

Barr(A.G.) PLC

17 September 2012

 

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) Identity of the party to the offer making the disclosure:	A.G. BARR p.l.c. ("A.G. Barr")
(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 relation to whose relevant securities this form relates:      Use a separate form for each party to the offer	A.G. Barr
(d) Is the party to the offer making the disclosure the offeror or the offeree?	OFFEREE
(e) Date position held:	17 September 2012
(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	NO

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:	4 1/6p ordinary shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	-	-	-	-
(2) Derivatives (other than options):	-	-	-	-
(3) Options and agreements to purchase/sell:	-	-	-	-
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 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):

None.

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:

Beneficial holdings of the directors of A.G. Barr (and their spouses) in A.G. Barr Shares

The directors of A.G. Barr (and their spouses) are beneficially interested (whether through a shareholding registered in their own name or otherwise) in the following number of ordinary shares of 4 1/6p each in the capital of A.G. Barr ("A.G. Barr Shares").

Name	Number of A.G. Barr Shares	Percentage of issued ordinary share capital of A.G. Barr
Roger A. White(1)	347,618	0.30%
Alex B. C. Short(2)(3)	56,918	0.05%
Jonathan D. Kemp(4)	135,321	0.12%
Andrew L. Memmott(5)	81,759	0.07%
Ronald G. Hanna	150,000	0.13%
W. Robin G. Barr(6)	7,516,326	6.44%
Martin A. Griffiths	5,400	0.005%

Notes:

(1)        Of these A.G. Barr Shares, 325,944 (representing 0.28% of the issued share capital of A.G. Barr) are held by Carol White, Roger White's wife.

(2)        Of these A.G. Barr Shares, 52,311 (representing 0.04% of the issued share capital of A.G. Barr) are held by Ellen Short, Alex B. C. Short's wife.

(3)        In addition to those A.G. Barr Shares beneficially held, Alex B. C. Short, in his capacity as a director of Robert Barr Limited (a wholly owned subsidiary of A.G. Barr which acts as the trustee of certain A.G. Barr share benefit plans) has a non-beneficial interest in 1,749,946 A.G. Barr Shares (representing 1.50% of the issued share capital of A.G. Barr). 

(4)        Of these A.G. Barr Shares, 125,616 (representing 0.11% of the issued share capital of A.G. Barr) are held by Melanie S. Kemp, Jonathan D. Kemp's wife.

(5)        Of these A.G. Barr Shares, 66,606 (representing 0.06%of the issued share capital of A.G. Barr) are held by Susan Memmott, Andrew L. Memmott's wife.

(6)        Of these A.G. Barr Shares, 1,482,450 (representing 1.27% of the issued share capital of A.G. Barr) are held by Heather J. Barr, W. Robin G. Barr's wife.

No director of A.G. Barr has any interest in the shares of Britvic plc.

Interests in A.G. Barr Shares of subsidiaries of A.G. Barr

Robert Barr Limited (a wholly owned subsidiary of A.G. Barr) is the registered holder of 1,749,946 A.G. Barr Shares (representing 1.50% of the issued share capital of A.G. Barr).  Robert Barr Limited acts as the trustee of certain A.G. Barr share benefit plans.

Options held by directors of A.G. Barr over A.G. Barr Shares

Long Term Incentive Plan

Awards of options under the A.G. Barr Long Term Incentive Plan are subject to satisfaction of certain performance conditions.  Options under the A.G. Barr Long Term Incentive Plan vest shortly after the relevant year end date.  The number of options which vest is determined after the year end accounts are finalised and the relevant performance conditions can be measured.  The vesting date disclosed below has been estimated to be 30 April or 31 October of the relevant year (as appropriate).

Name	Number of A.G. Barr Shares under option (conditional)	Date of award of options	Vesting date
Roger A. White	121,503	6 October 2009	31 October 2012
	104,685	2 April 2010	30 April 2013
	78,705	26 April 2011	30 April 2014
	98,172	4 April 2012	30 April 2015
Alex B. C. Short	75,939	6 October 2009	31 October 2012
	65,427	2 April 2010	30 April 2013
	49,191	26 April 2011	30 April 2014
	59,973	4 April 2012	30 April 2015
Jonathan D. Kemp	68,346	6 October 2009	31 October 2012
	58,884	2 April 2010	30 April 2013
	44,271	26 April 2011	30 April 2014
	52,332	4 April 2012	30 April 2015
Andrew L. Memmott	55,566	6 October 2009	31 October 2012
	51,252	2 April 2010	30 April 2013
	39,654	26 April 2011	30 April 2014
	46,857	4 April 2012	30 April 2015

Directors' share options

Name	Number of A.G. Barr Shares under option	Exercise price	Period during which options can be exercised
Roger A. White	1,650	162.5p	1 December 2012 - 1 June 2013
	4,113	254p	1 October 2015 - 1 April 2016
Alex B. C. Short	2,937	254p	1 October 2015 - 1 April 2016
Jonathan D. Kemp	4,896	254p	1 October 2015 - 1 April 2016
Andrew L. Memmott	1,650	162.5p	1 December 2012 - 1 June 2013
	4,113	254p	1 October 2015 - 1 April 2016

Beneficial holdings of parties presumed to be acting in concert with A.G. Barr (other than directors of A.G. Barr) in A.G. Barr Shares

Name	Number of A.G. Barr Shares	Percentage of issued ordinary share capital of A.G. Barr
Carol White(1)	325,944	0.28%
Ellen Short(2)	52,311	0.04%
Melanie S. Kemp(3)	125,616	0.11%
Susan Memmot(4)	66,606	0.06%
Heather J. Barr(5)	1,482,450	1.27%
Caroline J. Muir	1,614,504	1.38%
Julie A. Barr	1,649,986	1.41%
Patrick G. Barr	1,677,648	1.44%
Robert Barr's Charitable Trust (6)	5,400,000	4.62%
Robert Barr 1985 Trust (7)	72,900	0.06%
Mrs D K Barr Testamentary Trust (7)	1,080,600	0.93%
W.R.G. Barr Trust for Children (8)	83,940	0.07%
W. Robin G. Barr Family Trust (8)	456,510	0.39%
Mrs Heather J. Barr Discretionary Trust (8)	761,100	0.65%
Robert Barr's Trust (9)	2,247,858	1.93%
W. Brian Morrison 1994 Trust for Jamie(10)	25,800	0.02%
W. Brian Morrison Absolute Trust for Jamie(10)	64,200	0.05%
Andrew A. Barr	227,898	0.2%
Robert N. Barr	510,000	0.44%
Jennifer L. Barr	1,740,000	1.49%
W.G. Barr Trust	1,560,000	1.34%
Mrs Agnes Barr	900	0.0008%
Castlehill Holdings Limited	2,328,384	1.99%
1285057 Alberta Limited	86,688	0.07%
Courtney P. Garwasiuk	6,000	0.005%
Ms Gabrielle E. Garwasiuk	6,000	0.005%
Jennifer D. Garwasiuk	6,000	0.005%
Ms H. Garwasiuk	155,310	0.13%
Kathrine Garwasiuk	124,188	0.11%
Mr Christopher G. Kuharchuk	6,000	0.005%
Miss Kathrine D. Kuharchuk	6,000	0.005%

Notes:

(1)        Carol White is the wife of Roger A. White (a director of A.G. Barr) and A.G. Barr Shares registered in her name are included in the number of A.G. Barr Shares held beneficially by Roger A. White (as set out in the above table).

(2)        Ellen Short is the wife of Alex B. C. Short (a director of A.G. Barr) and A.G. Barr Shares registered in her name are included in the number of A.G. Barr Shares held beneficially by Alex B. C. Short (as set out in the above table).

(3)        Melanie S. Kemp is the wife of Jonathan D. Kemp (a director of A.G. Barr) and A.G. Barr Shares registered in her name are included in the number of A.G. Barr Shares held beneficially by Jonathan D. Kemp (as set out in the above table).

(4)        Susan Memmott is the wife of Andrew L. Memmott (a director of A.G. Barr) and A.G. Barr Shares registered in her name are included in the number of A.G. Barr Shares held beneficially by Andrew L. Memmott (as set out in the above table).

(5)        Heather J. Barr is the wife of W. Robin G. Barr (a director of A.G. Barr) and A.G. Barr Shares registered in her name are included in the number of A.G. Barr Shares held beneficially by W. Robin G. Barr (as set out in the above table).

(6)        The trustees of this trust are W. Robin G. Barr and Caroline Muir.

(7)        The trustees of this trust are W. Robin G. Barr, Caroline Muir and an independent third party.

(8)        The trustees of this trust are W. Robin G. Barr, Heather J. Barr and an independent third party.

(9)        The trustees of this trust are W. Robin G. Barr and Julie A. Barr.

(10)       The trustees of this trust are W. Robin G. Barr and two independent third parties.

No person or entity presumed to be acting in concert with A.G. Barr has any interest in the shares of Britvic plc.

Interest of advisors to A.G. Barr in A.G. Barr Shares

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 Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	17 September 2012
Contact name:	Julie A. Barr
Telephone number:	[phone]

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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