Form 8 (OPD) Braemar Group pl

RNS Number : 4382N

Brooks Macdonald Group PLC

10 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) Identity of the party to the offer making the disclosure:	Brooks Macdonald Group plc ("Brooks Macdonald")
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:	Braemar Group plc ("Braemar")
(d) Is the party to the offer making the disclosure the offeror or the offeree?	Offeror
(e) Date position held:	9 June 2010
(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:	Offeree Ordinary Shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	351,857	0.2%	Nil
(2) Derivatives (other than options):	Nil	Nil	Nil
(3) Options and agreements to purchase/sell:	48,257,421	28.0%	Nil
TOTAL:	48,609,278	28.2%	Nil

The Ordinary Shares which are referred to in (1) above are owned by Brooks Macdonald Nominees Limited, a wholly owned subsidiary undertaking of Brooks Macdonald, on behalf of a Brooks Macdonald asset management client. The shares were purchased at the request of the client and voting on corporate actions in respect of these shares is at the discretion of the client.

The Ordinary Shares which are referred to in (3) above are subject to the Management Share Purchase Agreement (details of which are provided in the Supplemental Form 8).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	Nil
Details, including nature of the rights concerned and relevant percentages:	Nil

(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):

Brooks Macdonald has received irrevocable undertakings to accept or procure acceptance of the Offer in respect of, in aggregate, 69,041,665 Ordinary Shares (representing approximately 40.1 per cent. of the existing issued Ordinary Shares and approximately 55.7 per cent. of the Ordinary Shares to which the Offer will relate), as detailed below: Name No. of Ordinary Shares % of current issued Ordinary Shares % of Ordinary Shares to which the Offer will relate Anthony McFarland 4,641,667 2.7 3.7 Ciano Investments Limited 47,133,332 27.4 38.1 Stephen Hemsley 8,933,333 5.2 7.2 Nigel Wray 8,333,333 4.8 6.7 ___________ _____________ ____________ ____________ TOTAL 69,041,665 40.1 55.7 All of the irrevocable undertakings will cease to be binding in the event that the Offer lapses or is withdrawn. All of the irrevocable undertakings, other than that given by Anthony McFarland, will cease to be binding in the event that a competing offer, recommended by the Braemar Independent Director, for a cash price of not less than 2.5 pence, is announced by a third party in accordance with Rule 2.5 of the City Code and within five business days thereof Brooks Macdonald has not announced a revised offer at a value equal to or in excess of such competing offer.

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

None

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:

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:

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:

None

(c)        Attachments

Are any Supplemental Forms attached?

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

Date of disclosure:	10 June 2010
Contact name:	Bruce Garrow, Collins Stewart Europe Ltd
Telephone number:	[phone]

Note that defined terms in this form have the same meaning as in the announcement of Brooks Macdonald's recommended cash offer for Braemar on 8 June 2010

 

END

 

 

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