Smiths News PLC Form 8.1 - Dawson Holdings Plc

RNS Number : 0225I

Smiths News PLC

07 June 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:	Smiths News plc ("Smiths News")
(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 party to the offer	Dawson Holdings plc ("Dawson")
(d) Is the party to the offer making the disclosure the offeror or the offeree?	Offeror
(e) Date position held:	7 June 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:	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):
Smiths News has received undertakings to accept (or to procure the acceptance of) the Ordinary Offer in respect of 16,050,969 Dawson ordinary shares, representing 22.4 per cent. of the existing issued ordinary share capital of Dawson, further details of which is set out below:
Directors' Irrevocable Undertakings Details of the irrevocable undertakings received from the Dawson directors are as follows:
Name of Director	Number of shares	% of issued ordinary share capital
Hugh Cawley	230,367	0.32
Nigel Freer	213,730	0.30
Brenda Dean	36,233	0.05
James McCarthy	36,146	0.05
Total	516,476	0.72
The irrevocable undertakings from the Dawson directors will lapse if the Offer Document is not posted by 5 July 2011 (or such later time as may be agreed by the Panel and in the case of a switch to a scheme extended to 28 days after the date announcing the change) or if the Offers lapse or are withdrawn (other than where such lapse or withdrawal is because of a change to a scheme). The irrevocable undertakings from the Dawson directors will otherwise remain binding in all circumstances.
Institutional Irrevocable Undertakings Details of the irrevocable undertakings from certain Dawson institutional shareholders and the Pension Protection Fund:
Name of shareholder	Number of shares	% of issued ordinary share capital
Pension Protection Fund	6,519,493	9.1
Gartmore	5,315,000	7.4
Artemis	3,700,000	5.2
Total	15,534,493	21.7
The irrevocable undertaking from each of Artemis and Gartmore will lapse if: (i) the Offer Document is not posted by 5 July 2011 (or such later time as may be agreed by the Panel and in the case of a switch to a scheme extended to 28 days after the date announcing the change); (ii) if the Offers lapse or are withdrawn (other than where such lapse or withdrawal is because of a change to a scheme) or (iii) if any third party offer for Dawson is announced in accordance with Rule 2.5 of the City Code at a price that is 10 per cent. greater than the then offer price of the Offers made by Smiths News to acquire Dawson. The irrevocable undertakings from Artemis and Henderson will otherwise remain binding in all circumstances. Details of the irrevocable undertaking from the Pension Protection Fund are set out below.
Smiths News has also received an undertaking from the Pension Protection Fund to accept (or procure the acceptance of) the B Ordinary Offer in respect of 25,623,586 B ordinary shares representing 100.0% of the existing issued B ordinary share capital of Dawson, details of which is set out below:
	Number of B ordinary shares	% of issued B ordinary share capital
Pension Protection Fund	25,623,586	100.0%
The irrevocable undertakings from the Pension Protection Fund will lapse if: (i) the Offer Document is not posted by 5 July 2011  or such later time as may be agreed by the Panel and in the case of a switch to a scheme extended to 28 days after the date announcing the change); (ii) if the Offers lapse or are withdrawn (other than where such lapse or withdrawal is because of a change to a scheme) or (iii) if any third party offer for Dawson is announced in accordance with Rule 2.5 of the City Code at a price that is 5 per cent. greater than the then offer price of the Offers made by Smiths News to acquire Dawson. The irrevocable undertakings from the Pension Protection Fund will otherwise remain binding in all circumstances.

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:

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 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:	7 June 2011
Contact name:	Smiths News plc Nick Gresham
Telephone number:	[phone]
Contact name:	Oriel Securities Limited David Arch Tunga Chigovanyika
Telephone number:	[phone]

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

 

 

FEEUBSSRASANRAR