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Friday 26 November, 2010

Forte Bidco 1 Ltd

Forte Bidco 1 Limited Form 8

RNS Number : 9264W
Forte Bidco 1 Ltd
26 November 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:

Forte Bidco 1 Limited

 

 

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is insufficient

BMG RM Investments Luxembourg S.a.r.l.

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each party to the offer

Chrysalis plc

(d) Is the party to the offer making the disclosure the offeror or the offeree?

OFFEROR

(e) Date position held:

26 November 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:

Nil

Nil

Nil

Nil

(2) Derivatives (other than options):

Nil

Nil

Nil

Nil

(3) Options and agreements to purchase/sell:

Nil

Nil

Nil

Nil

 

     TOTAL:

Nil

Nil

Nil

Nil

 

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:

N/A

Details, including nature of the rights concerned and relevant percentages:

N/A

 

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):

 

Forte Bidco 1 Limited has received the following irrevocable undertakings from the Directors and institutional shareholders to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of all of their own beneficial shareholdings of Chrysalis Shares amounting, in aggregate, to 49,299,577 Chrysalis Shares representing approximately 73.42 per cent. of the existing issues share capital of Chrysalis plc.

 

Name of Holder                                                    Number of Shares Held                      Percentage Held

 

Chris Wright                                                         18,484,915                                              27.53 %

Peter Lassman                                                      1,364,600                                                2.03 %

Andrew Mollett                                                    70,000                                                     0.10 %

David Murrell                                                       53,600                                                     0.08 %

Jeremy Lascelles                                                  13,623                                                     0.02 %

North Atlantic Value LLP                                   9,500,000                                                14.15 %

Schroder Investment Management                   10,400,401                                              15.49%

Guinness Peat Group Plc                                    9,412,438                                                14.02 %

Total                                                                       49,299,577                                           73.42 %

 

 

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:

26 November 2010

Contact name:

Sian Evans

Telephone number:

020 7986 8583

 

In view of the requirement for confidentiality prior to this disclosure, Forte Bidco 1 Limited has not made enquiries of certain persons who are deemed (for the purposes of the Code on Takeovers and Mergers) to be acting in concert with Forte Bidco 1 Limited.  Forte Bidco 1 Limited will update its position disclosure when additional information is provided.

 

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.

 

Appendix I
Definitions

 

Acquisition

the proposed acquisition by Forte Bidco 1 Limited of the entire issued and to be issued share capital of Chrysalis to be implemented by way of the Scheme, or if Forte Bidco 1 Limited so determines in its absolute discretion, by means of the Offer

Chrysalis Shares

ordinary shares of 2 pence in the capital of Chrysalis plc

Court Meeting

the meeting of Scheme Shareholders (and any adjournment thereof) to be convened pursuant to an order of the Court pursuant to Part 26 of the 2006 Act for the purpose of considering the Scheme and, if thought fit, approving the Scheme (with or without amendment)

Directors

the directors of Chrysalis plc at the date of this document

General Meeting

the general meeting of Chrysalis shareholders to be convened by the notice to be set out at the end of the Scheme Document, including any adjournment thereof

Scheme

the proposed scheme of arrangement under Part 26 of the 2006 Act between Chrysalis and the Scheme Shareholders, as will be set out in the Scheme Document, with or subject to any modification thereof, addition thereto or condition which Forte Bidco 1 Limited may agree and, if required, which the Court may think fit to approve or impose

Scheme Document

the document to be published and sent to Chrysalis plc shareholders containing the notices of the Court Meeting and the General Meeting and further information about the Scheme

Scheme Shareholders

the holders of Scheme Shares

 

 


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