Form 8 (OPD) offeree

RNS Number : 8538M

Ebiquity PLC

30 August 2013

 



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:	Ebiquity plc
(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	Ebiquity plc
(d) Is the party to the offer making the disclosure the offeror or the offeree?	OFFEREE
(e) Date position held:	30 August 2013
(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:	None		None

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:	None
Details, including nature of the rights concerned and relevant percentages:	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 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):

N/A

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:

Interests Name Number of Ebiquity plc Ordinary Shares % of Ebiquity plc Issued Ordinary Share Capital VS&A Communications Partners III, L.P. 15,109,549 25.00% Michael Greenlees (Director) 230,000 0.38% Nick Manning (Director) 230,000 0.38% Paul Adams (Director) 1,308,804 2.17% Andrew Beach (Director) 20,000 0.03% Sarah Jane Thomson (Director) 7,603,787 12.58% Stephen Thomson (Director) 1,000 0.00% Michael Higgins (Director) 64,500 0.11% Richard Nichols (Director) 100,000 0.17% The interests of the Directors under the Company's share based incentive schemes were as follows: Options under the 2005 Share Option Plan Name Number of Options Vesting date Exercise price (£) Paul Adams (Director) 84,922 26/03/07 £0.00 Paul Adams (Director) 23,529 26/03/07 £0.00 Stephen Thomson (Director) 145,921 26/03/07 £0.00 Sarah Jane Thomson (Director) 145,921 26/03/07 £0.00 Options under the 2008 EMI Share Option Plan Name Number of Options Vesting date Exercise price (£) Andrew Beach (Director) 79,365 23/04/11 £0.315 Andrew Beach (Director) 67,568 08/09/11 £0.370 Options under the 2009 EMI Share Option Plan Name Number of Options Vesting date Exercise price (£) Andrew Beach (Director) 5,848 13/05/10 £0.350 Andrew Beach (Director) 5,848 13/05/11 £0.350 Andrew Beach (Director) 5,848 13/05/12 £0.350 Andrew Beach (Director) 8,333 13/05/10 £0.325 Andrew Beach (Director) 8,333 13/05/11 £0.325 Andrew Beach (Director) 8,333 13/05/12 £0.325 Michael Greenlees (Director) 39,920 13/05/10 £0.350 Michael Greenlees (Director) 39,920 13/05/11 £0.350 Michael Greenlees (Director) 39,920 13/05/12 £0.350 Nick Manning (Director) 38,095 13/05/10 £0.350 Nick Manning (Director) 38,095 13/05/11 £0.350 Nick Manning (Director) 38,095 13/05/12 £0.350 Options under the 2010 Executive Incentive Plan Name Number of Options Vesting date Exercise price (£) Michael Greenlees (Director) 600,000 12/05/10 £0.35 Nick Manning (Director) 450,000 12/05/10 £0.35 Michael Greenlees (Director) 994,108 30/04/12 £0.35 Nick Manning (Director) 745,581 30/04/12 £0.35 Michael Greenlees (Director) 305,892 30/04/13 £0.35 Nick Manning (Director) 229,419 30/04/13 £0.35 Michael Greenlees (Director) 500,000 30/04/11 £0.35 Nick Manning (Director) 375,000 30/04/11 £0.35 Options under the 2010 Share Option Plan Name Number of Options Vesting date Exercise price (£) Andrew Beach (Director) 6,667 30/07/11 £0.61 Andrew Beach (Director) 6,667 30/07/12 £0.61 Andrew Beach (Director) 6,667 30/07/13 £0.61 Options under the 2011 Executive Incentive Plan Name Number of Options Vesting date Exercise price (£) Paul Adams (Director) 611,759 30/04/12 £0.25 Paul Adams (Director) 188,241 30/04/13 £0.25 Options under the 2011 Share Option Plan Name Number of Options Vesting date Exercise price (£) Michael Greenlees (Director) 23,869 11/08/12 £0.25 Michael Greenlees (Director) 23,869 11/08/13 £0.25 Michael Greenlees (Director) 23,869 11/08/14 £0.25 Nick Manning (Director) 18,648 11/08/12 £0.25 Nick Manning (Director) 18,648 11/08/13 £0.25 Nick Manning (Director) 18,648 11/08/14 £0.25 Paul Adams (Director) 13,427 11/08/12 £0.25 Paul Adams (Director) 13,427 11/08/13 £0.25 Paul Adams (Director) 13,427 11/08/14 £0.25 Andrew Beach (Director) 13,427 11/08/12 £0.25 Andrew Beach (Director) 13,427 11/08/13 £0.25 Andrew Beach (Director) 13,427 11/08/14 £0.25 Options under the 2012 Executive Incentive Plan Name Number of Options Vesting date Exercise price (£) Andrew Beach (Director) 150,000 30/04/15 £0.25 Convertible Unsecured Loan Notes The following parties, all of which are funds managed by Veronis Suhler Stevenson, hold Convertible Unsecured Loan Notes which, in aggregate, are convertible into 13,802,861 ordinary shares: VS&A Communications Partners III, L.P. VS&A Communications Parallel Partners III, L.P. VS&A III SBS LLC

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:	30 August 2013
Contact name:	Andrew Watkins (Company Secretary)
Telephone number:	020 7650 9600

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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