Offer for Cavanagh Group plc - Form 8

RNS Number : 1973E

Close Brothers Group PLC

04 April 2011

 



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:	Close Asset Management Holdings Limited ("CAMHL")
(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	Cavanagh Group plc ("Cavanagh")
(d) Is the party to the offer making the disclosure the offeror or the offeree?	OFFEROR
(e) Date position held:	3 April 2011
(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:
	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:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

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 Directors and employees of Cavanagh have given irrevocable undertakings to CAMHL to accept, or procure the acceptance of, the Offer in respect of 5,376,435 Cavanagh shares in aggregate, representing approximately 46.4 per cent of the issued share capital of Cavanagh: Name Number of Cavanagh Shares Percentage of Cavanagh issued share capital Andrew Fay 1,391,715 12.0% Simon Redgrove 1,461,290 12.6% Neill Millard 819,043 7.1% Paul Hogarth 704,117 6.1% Mark Liley 270,275 2.3% Ian Henson 244,802 2.1% Charles Gillespie 215,194 1.9% Gordon Sutherland 117,224 1.0% Paul Sinnett 110,000 0.9% Kenneth Timmins 42,775 0.4% These undertakings will only lapse if an offer, in accordance with Rule 2.5 of the Code, has not been announced by 5.00pm on 6 April 2011 or if the Offer lapses or is withdrawn. CAMHL has also received, and still holds, the following irrevocable undertaking to accept the Offer in respect of 421,053 Cavanagh shares, representing approximately 3.6% of Cavanagh's existing issued share capital: Name Number of Cavanagh Shares Percentage of Cavanagh issued share capital Skandia Life (Assurance) Holdings Limited 421,053 3.6% This undertaking will only lapse if an offer, in accordance with Rule 2.5 of the Code, has not been announced by 5.00pm on 6 April 2011, if the Offer lapses or is withdrawn, or if a third party makes an offer for all of the issued ordinary share capital of Cavanagh and whose value exceeds the value of the offer made by CAMHL by more than five per cent.

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:

Winterflood Securities Limited holds the following short position in the ordinary share capital of Cavanagh Group plc: Number: 491 Percentage: 0.004%

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:	4 April 2011
Contact name:	Elizabeth Lee
Telephone number:	020 7655 3100

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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