FORM 8 (OPD) Amendment

 

(Details of persons acting in concert in Q3 amended from version of 22 January 2014)

 

 

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:	Pilat Media Global 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	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	Pilat Media Global plc
(d) Is the party to the offer making the disclosure the offeror or the offeree?	Offeree
(e) Date position held:	21 January 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:	0	0	0	0
(2) Derivatives (other than options):	0	0	0	0
(3) Options and agreements to purchase/sell:	0	0	0	0
TOTAL:	0	0	0	0

 

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):

None. The Company notes the joint offerors opening position disclosures in relation to irrevocable commitments and letters of intent and for completeness these are repeated below:   Name of Pilat shareholder giving the undertaking Number of Pilat Shares in respect of which the undertaking is given Approximate percentage of Pilat's existing issued share capital Pilat Directors Michael Rosenberg 198,000 0.32 Avi Engel 2,202,102 3.52 Martin Blair 68,500 0.11 Samuel Sattath 3,111,993 4.98 Or Elovitch 92,250 0.15 Alex Rabinovitch 1,813,1001 2.90 Other Pilat Shareholders Eurocom Investments LP 12,186,360 19.49 Eurocom Holdings (1979) Ltd 238,107 0.38 Michael Zuckerman 2,440,991 3.90 Benjamin Moneta 1,137,864 1.82 Ronnie Erlichman 1,415,000 2.26 Total 24,904,267 39.83   1 The irrevocable undertaking provided by Alex Rabinovitch includes reference to 12,186,360 Pilat Shares in the name of Eurocom Investments LP who, themselves, have provided an irrevocable undertaking in respect of such Pilat Shares.   In addition the Company notes the following which was included in 2.7 offer announcement, in particular that certain of the irrevocable undertakings listed above extend to a vote proposed by the Company in relation to the Payments (as defined in the 2.7 announcement):   "All the irrevocable commitments continue to be binding in the event of a higher competing offer being made for Pilat and will cease to be binding only if the Scheme lapses or is withdrawn.  All of the irrevocable commitments, except those from Michael Rosenberg, Avi Engel, Martin Blair, Samuel Sattath, Michael Zuckerman, Benjamin Moneta and Ronnie Erlichman contain an undertaking to vote in favour of the resolution at the General Meeting to approve the Payments."

 

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:

Directors of the Company   Name Number of ordinary shares of 5 pence each ("Ordinary Shares") Percentage of  issued share capital Avi Engel 2,202,102 3.52% Martin Blair 68,500 0.11% Michael Rosenberg 198,000 0.32% Samuel Sattath 3,111,993 4.98% Or Elovitch 92,250 0.15% Alex Rabinovitch 1,813,100 2.90%     Other persons deemed to be acting in concert   Shareholding agreement concert party   Pursuant to the shareholders agreement which was announced by the Company on 11 August 2009, the following are deemed to be acting in concert with Mr Engel and Mr Sattath (both directors of the Company):   Name Number of Ordinary Shares Percentage of  issued share capital Michael Zuckerman 2,440,991 3.90% Benjamin Moneta 1,137,864 1.82% Ronnie Erlichman 1,415,000 2.26% Total2 4,993,855 7.99%   2The total holding in the table above, together with Mr Engel's and Mr Sattath's holdings is 10,307,950 Ordinary Shares (representing approximately 16.48% of the Company's issued share capital).   Eurocom concert party   Alex Rabinovitch, a Non-Executive Director of the Company, is a director and 49.99% shareholder of Eurocom Investments LP which is directly interested in 12,186,230 Ordinary Shares (representing approximately 19.49 per cent. of the Company's issued share capital). The remaining 50.01 per cent. of Eurocom Investments LP is owned by Eurocom Investments Management 2005 Limited ("Eurocom 2005"). Eurocom 2005 is 80 per cent. owned by Mr Shaul Elovitch and 20 per cent. owned by his brother, Mr Yossef Elovitch. Mr Shaul Elovitch and Mr Yossef Elovitch are jointly directly interested in 1,932,897 Ordinary Shares (representing approximately 3.09 per cent. of the Company's issued share capital). Mr Or Elovitch, a Non-Executive Director of the Company, is the CEO of Eurocom Communications Lts. and is Mr Shaul Elovitch's son. Furthermore, Eurocom Holdings (1979) Ltd ("Eurocom 1979") is directly interested in 238,107 Ordinary Shares (representing approximately 0.38 per cent. of the issued share capital); Eurocom 1979 is 80 per cent. owned by Mr Shaul Elovitch and 20 per cent. owned by Mr Yossef Elovitch.  Accordingly, given what is set out above, the following are considered to be acting in concert with Mr Alex Rabinovitch and Mr Or Elovitch (both directors of the Company):   Name Number of Ordinary Shares Percentage of issued share capital Eurocom Investments LP 12,186,360 19.49% Eurocom Holdings (1979) Limited 238,107 0.38% Mr Shaul Elovitch  and Mr Yossef Elovitch 1,932,897 3.09% Eurocom Investments 2005 Limited - - Total3 14,357,364 22.96%   3The total holding in the table above, together with Mr Rabinovitch's and Mr Or Elovitch's holdings is 16,262,714 Ordinary Shares (representing approximately 26.01% of the Company's issued share capital).

 

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.

 

The interests of the Directors under the Company's share based incentive schemes were as follows:

 

Options under the Unapproved Share Option Plan

 

Name	Number of Options	Exercise Period	Exercise Price (GBP)
Avi Engel (Director)	1,000,000	15 June 2009-14 June 2019	0.235

 

Options under the Enterprise Management Scheme

 

Name	Number of Options	Exercise Period	Exercise Price (GBP)
Martin Blair (Director)	90,000	19 July 2006-18 July 2015	0.455
Martin Blair (Director)	250,000	15 June 2010-14 June 2019	0.235

 

 

 

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:	21 January 2014
Contact name:	Martin Blair
Telephone number:	+44 (0) 20 8782 0700

 

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 [email protected].  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.