Form 8 (DD) - Northumbrian Water Group PLC

RNS Number : 9080O

Northumbrian Water Group PLC

26 September 2011

 



FORM 8 (DD)

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Identity of the party to the offer or person acting in concert making the disclosure:	Christopher Green
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Northumbrian Water Group plc ("Northumbrian Water")
(d) Status of person making the disclosure:      e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)	Person acting in concert with offeree (Northumbrian Water)
(e) Date dealing undertaken:	21 September 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 PERSON MAKING THE DISCLOSURE

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	206,369	0.0398	NA	NA
(2) Derivatives (other than options):	NA	NA	NA	NA
(3) Options and agreements to purchase/sell:	NA	NA	NA	NA
TOTAL:	NA	NA	NA	NA

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 (including directors' and other executive options)

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

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):

On 1 August 2011, Christopher Green entered into an agreement with UK Water under which he irrevocably undertook to: (i) to vote in favour of the Scheme and the resolutions to be proposed at the Court Meeting and the General Meeting; and (ii) if the Acquisition is subsequently structured as a Takeover Offer, to accept any Takeover Offer made by UK Water in respect of his entire beneficial holding of Northumbrian Water shares. As stated in part (i) of this irrevocable undertaking, Christopher Green voted in favour of the Scheme and the resolutions to be proposed at the Court Meeting and the General Meeting held on 19 September 2011.

3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE

(a)        Purchases and sales

Class of relevant security	Purchase/sale	Number of securities	Price per unit
Ordinary shares of £0.10	Sale	1 (one)	£4.65

(b)        Derivatives transactions (other than options)

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit
NA	NA	NA	NA	NA

(c)        Options transactions in respect of existing securities

(i)         Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit
NA	NA	NA	NA	NA	NA	NA	NA

(ii)        Exercising

Class of relevant security	Product description e.g. call option	Number of securities	Exercise price per unit
NA	NA	NA	NA

(d)        Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)
NA	NA	NA	NA

The currency of all prices and other monetary amounts should be stated.

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

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 or person acting in concert making the disclosure and any other person: 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 or person acting in concert making the disclosure 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

(d) Other information

This trade has been carried out in relation to the recommended proposal for the cash acquisition of Northumbrian Water to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). For the purposes of implementing the Scheme, UK Water (2011) Limited has acquired one ordinary share in Northumbrian Water from Christopher Green.  As disclosed in the Scheme Document, the consequence of this purchase is that there will be no requirement under section 593 of the Companies Act 2006 for an independent valuation of the new ordinary shares of 10 pence each in the capital of Northumbrian Water proposed to be allotted and issued credited as fully paid to UK Water (2011) Limited pursuant to the Scheme.

The Takeover Panel Executive has confirmed that this dealing has no Code consequences.

Date of disclosure:	26 September 2011
Contact name:	Martin Parker, Company Secretary
Telephone number:	+ 44 (0)191 301 6746

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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