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Monday 17 September, 2012

Redstone PLC

Redstone plc Form 8 (OPD) Maxima Holdings plc

RNS Number : 4422M
Redstone PLC
17 September 2012
 



 

 

 

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:

Redstone Plc ("Redstone")

 

(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

Maxima Holdings plc ("Maxima")

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

OFFEROR

(e) Date position held:

17 September 2012

(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

Yes

 

 

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


(2) Derivatives (other than options):

Nil


Nil

 


(3) Options and agreements to purchase/sell:

Nil


Nil


 

     TOTAL:

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:

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):

 

The following shareholders in Maxima have given irrevocable commitments to vote or procure the vote in favour of the scheme of arrangement ("Scheme") at the court meeting and the special resolution to be proposed at the general meeting of Maxima in order for the offer for Maxima by Redstone to complete in relation to the following ordinary shares of 1 penny each ("Shares") in the share capital of Maxima.

 

 

Maxima Directors

No of Shares

%

Michael Brooke - Senior Independent Director

                      32,730

0.09%

David Memory - Finance Director

                      56,588

0.16%

Robin Williams - Non Executive Director

                      60,000

0.17%

MXC Capital (representing the interests of Ian Smith, Executive Chairman) and Ian Smith's self invested personal pension plan

3,433,333

9.74%


                3,582,651

10.16%

 




Other Maxima Shareholders

No of Shares

%




Kelvin Harrison

                3,546,026

10.06%

Marlborough Fund Managers

                3,089,345

8.76%

Artemis Alpha Trust plc

                3,100,000

8.79%

Unicorn AIM VCT

                1,818,691

5.16%





              11,554,062

32.77%






 

The irrevocable undertakings given by the Maxima Directors remain binding in all circumstances, including in the event of a higher offer for Maxima being announced, unless the Scheme lapses or is withdrawn.

The irrevocable undertakings given by the institutional shareholders are binding in all circumstances except in the event of a higher competing offer for Maxima being announced, which comprises:

·      a cash offer (or a cash or partial cash alternative to any securities exchange offer) in the equivalent or greater proportion per Maxima Share offered by Redstone and the value of such offer at the date of its announcement exceeds by more than ten per cent the value of the offer by Redstone; or

·      a securities exchange offer (without a cash alternative) involving the issue of securities of a class already admitted to trading on a securities exchange or market in the United Kingdom, the value of which as at the date of its announcement exceeds by more than ten per cent. the value of the offer by Redstone,

or if the Scheme does not become effective, lapses or is withdrawn.

 

 

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 following directors of Redstone hold the following number of ordinary shares of 1 penny each in the share capital of Maxima:

 

MXC Capital (representing the interests of Ian Smith, Executive Chairman) and Ian Smith's self invested personal pension plan

3,433,333

9.74%

 

 

 

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:

17 September 2012

Contact name:

Richard Ramsay

Telephone number:

07949 217798

 

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
The company news service from the London Stock Exchange
 
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