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: |
Ideal Shopping Direct plc (the "Company") |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient |
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer |
Ideal Shopping Direct plc (the "Company") |
(d) Is the party to the offer making the disclosure the offeror or the offeree? |
OFFEREE |
(e) Date position held: |
22 July 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:
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3p Ordinary |
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Interests |
Short positions |
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Number |
% |
Number |
% |
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(1) Relevant securities owned and/or controlled: |
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(2) Derivatives (other than options): |
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(3) Options and agreements to purchase/sell: |
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TOTAL: |
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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: |
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Details, including nature of the rights concerned and relevant percentages: |
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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): |
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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: |
Paul Wright, Chairman of Ideal Shopping Direct Plc, is interested in 6,868,785 ordinary shares of 3p each in the Company representing 20.41% of the issued share capital of the Company.
Following the acquisition by the Company of Lead The Good Life Limited (LTGL) on 18 January 2010, Paul Wright as one of the sellers of LTGL is conditionally entitled to receive up to 822,429 ordinary shares of 3p each in the Company, dependent on the pre tax profit of LTGL for the 12 months ended 30 June 2010. The actual number of shares to which he is entitled has not yet been determined. For full details please see the Company's Circular to shareholders dated 23 December 2009.
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Valerie Kaye, Non-executive Director of Ideal Shopping Direct Plc, is interested in 5,038,638 ordinary shares of 3p each in the Company representing 14.97% of the issued share capital of the Company.
Following the acquisition by the Company of Lead The Good Life Limited (LTGL) on 18 January 2010, Valerie Kaye as one of the sellers of LTGL is conditionally entitled to receive up to 822,429 ordinary shares of 3p each in the Company, dependent on the pre tax profit of LTGL for the 12 months ended 30 June 2010. The actual number of shares to which she is entitled has not yet been determined. For full details please see the Company's Circular to shareholders dated 23 December 2009.
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Mike Hancox, Chief Executive Officer of Ideal Shopping Direct Plc, is interested in 570,500 ordinary shares of 3p each in the Company representing 1.69% of the issued share capital of the Company.
Mike Hancox has also been granted the following employee share options under the Unapproved Share Option scheme:
- 833,333 ordinary shares at the exercise price of 34p per unit on the expiry date of 22 March 2012; - 833,333 ordinary shares at the exercise price of 34p per unit on the expiry date 2 years from the date of the announcement of the Company's results for 2010; and - 833,334 ordinary shares at the exercise price of 34p per unit on the expiry date 2 years from the date of the announcement of the Company's results for 2011
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Ian Jebson, Finance Director of Ideal Shopping Direct plc, is interested in 62,500 ordinary shares of 3p each in the Company representing 0.19% of the issued share capital of the Company.
Ian Jebson has also been granted the following employee share options under the Unapproved Share Option scheme:
- 166,666 ordinary shares at the exercise price of 34p per unit on the expiry date of 22 March 2012; - 166,667 ordinary shares at the exercise price of 34p per unit on the expiry date 2 years from the date of the announcement of the Company's results for 2010; and - 166,667 ordinary shares at the exercise price of 34p per unit on the expiry date 2 years from the date of the announcement of the Company's results for 2011
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Graham Cole, Non-executive Director of Ideal Shopping Direct plc, is interested in 13,000 ordinary shares of 3p each in the Company representing 0.04% of the issued share capital of the Company.
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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
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(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
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) |
NO |
Supplemental Form 8 (SBL) |
NO |
Date of disclosure: |
22 July 2010 |
Contact name: |
Dawn Durrant |
Telephone number: |
01733 316205 |
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 monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.