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Pilat Media Global (PGB)

  Print          Annual reports

Wednesday 22 January, 2014

Pilat Media Global

Amended Form 8 (OPD) Pilat Media Global plc

RNS Number : 2574Y
Pilat Media Global PLC
22 January 2014
 



FORM 8 (OPD) Amendment

 

(Details of persons acting in concert in Q3 amended from version of 21 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

2,201,102

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

 

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 (director of the Company) and Mr Sattath (a director 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%

 

In addition, Alex Rabinovitch, a Non-Executive Director of the Company, is a director and 49.99% shareholder of Eurocom Investments LP ("Eurocom"). Furthermore, Or Elovitch, also a Non-Executive Director of the Company, is the CEO for Eurocom Communications Ltd. Accordingly the following are considered to be acting in concert with Mr Rabinovitch and Mr Elovitch:

 

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%

 

 

 

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.

 


This information is provided by RNS
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