Form 8 (OPD) - Spice PLC

RNS Number : 8893N

Spice PLC

18 June 2010

 



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:	Spice 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	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	OFFEREE: Spice plc
(d) Is the party to the offer making the disclosure the offeror or the offeree?	OFFEREE
(e) Date position held:	18 June 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:
	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:	Nil
Details, including nature of the rights concerned and relevant percentages:	Nil

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):

None

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:

The Directors of the Company hold the following interests and rights to subscribe: Peter Cawdron (Chairman) 28,500 Ordinary 2p shares (representing approximately 0.008% of the issued share capital of Spice plc) Martin Towers (Chief Executive) 20,148 Ordinary 2p shares (representing approximately 0.006% of the issued share capital of Spice plc) Oliver Lightowlers (Group Finance Director) 1,402,825 Ordinary 2p shares (representing  approximately 0.40% of the issued share capital of Spice plc) 284,504 options over Ordinary shares of 2p each. The exercise price of each option is nil.  Performance conditions are still to be met and the options will vest in August 2012 and are exercisable until August 2019 10,180 options over Ordinary shares of 2p each. The exercise price of each option is £0.928.  The options are exercisable until  September 2010 18,150 Ordinary shares of 2p each. The exercise price of each option is £0.5.  The options are exercisable between  April  2013 and August 2013 Andrew Catchpole (Distribution Director)                                                               1,045,715 Ordinary 2p shares (representing  approximately 0.30% of the issued share capital of Spice plc) 254,667 options over Ordinary shares of 2p each. The exercise price of each option is nil.  Performance conditions are still to be met and the options will vest in August 2012 and are exercisable until August 2019 Christopher Lee (Supply Director) 431,924 Ordinary 2p shares (representing  approximately 0.12% of the issued share capital of Spice plc) 64,500 options over Ordinary shares of 2p each. The exercise price of each option is £0.842. The options are exercisable until December  2016 35,500 options over Ordinary shares of 2p each. The exercise price of each option is £0.842. The options and are exercisable until December  2016 177,333 options over Ordinary shares of 2p each. The exercise price of each option is nil. Performance conditions are still to be met and the options will vest in August 2012 and are exercisable until August  2019 10,180 options over Ordinary shares of 2p each. The exercise price of each option is £0.928. The options are exercisable until September 2010 18,150 options over Ordinary shares of 2p each. The exercise price of each option is £0.5. The options will vest in April 2013 and are exercisable until August 2013 Tim Huddart (Non-Executive Director) 163,550 Ordinary 2p shares (representing  approximately 0.046% of the issued share capital of Spice plc) Michael Shallow (Non-Executive Director) 150,000 Ordinary 2p shares (representing  approximately 0.042% of the issued share capital of Spice plc) Spice Holdings Trustees Limited (Trustee company for the Employees Share Option Plan) 4,403,375 shares (representing approximately 1.3% of the issued share capital of Spice plc).  Spice Holdings Trustees Limited is a wholly owned subsidiary of Spice plc.  The sole director of Spice Holdings Trustees Limited is Richard Harris who is not a director of Spice plc.

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:	18 JUNE 2010
Contact name:	OLIVER LIGHTOWLERS
Telephone number:	0113 3466165

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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