Rules 8.1 and 8.2 of the Takeover Code
11 May 2010 - 8:57PM
UK Regulatory
TIDMCHLD
RNS Number : 7014L
Chloride Group PLC
11 May 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) | Chloride |
| Identity | Group |
| of the | plc |
| party to | |
| the | |
| offer | |
| making | |
| the | |
| disclosure: | |
+-----------------+----------+
| (b) | N/A |
| Owner | |
| or | |
| controller | |
| of | |
| interests | |
| and short | |
| positions | |
| disclosed, | |
| if | |
| different | |
| from 1(a): | |
| The | |
| naming of | |
| nominee or | |
| vehicle | |
| companies | |
| is | |
| insufficient | |
+-----------------+----------+
| (c) | Chloride |
| Name | Group |
| of | plc |
| offeror/offeree | |
| in relation to | |
| whose relevant | |
| securities this | |
| form relates: | |
| Use a | |
| separate form | |
| for each party | |
| to the offer | |
+-----------------+----------+
| (d) Is | OFFEREE |
| the | |
| party | |
| to the | |
| offer | |
| making | |
| the | |
| disclosure | |
| the | |
| offeror or | |
| the | |
| offeree? | |
+-----------------+----------+
| (e) | 10 May |
| Date | 2010 |
| position | |
| held: | |
+-----------------+----------+
| (f) | NO |
| Has | If |
| the | YES, |
| party | specify |
| previously | which: |
| disclosed, | |
| or is it | |
| today | |
| disclosing, | |
| under the | |
| Code in | |
| respect of | |
| any other | |
| party to | |
| this offer? | |
+-----------------+----------+
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) | None | N/A | None | N/A |
| Relevant | | | | |
| securities | | | | |
| owned | | | | |
| and/or | | | | |
| controlled: | | | | |
+----------------+--------+--------+--------+--------+
| (2) | None | N/A | None | N/A |
| Derivatives | | | | |
| (other than | | | | |
| options): | | | | |
+----------------+--------+--------+--------+--------+
| (3) | None | N/A | None | N/A |
| Options | | | | |
| and | | | | |
| agreements | | | | |
| to | | | | |
| purchase/sell: | | | | |
+----------------+--------+--------+--------+--------+
| | N/A | N/A | N/A | N/A |
| | | | | |
| 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 | None |
| of | |
| relevant | |
| security | |
| in | |
| relation | |
| to which | |
| subscription | |
| right | |
| exists: | |
+--------------+--------+
| Details, | None |
| including | |
| nature of | |
| the | |
| rights | |
| concerned | |
| and | |
| relevant | |
| percentages: | |
+--------------+--------+
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: |
+-------------+
| |
| See |
| below |
| |
+-------------+
3.1 Shares held by Chloride directors:
+--------------------+-------------------+--------------------+
| Director of | Number of shares | Percentage of |
| Chloride | held | issued share |
| | | capital |
+--------------------+-------------------+--------------------+
| Norman Broadhurst | 12,000 | 0.005 |
| | | |
+--------------------+-------------------+--------------------+
| Gary Bullard | 45,000 | 0.017 |
| | | |
+--------------------+-------------------+--------------------+
| Tim Cobbold | Nil | N/A |
| | | |
+--------------------+-------------------+--------------------+
| John Hughes | Nil | N/A |
| | | |
+--------------------+-------------------+--------------------+
| Paul Lester | 3,000 | 0.001 |
| | | |
+--------------------+-------------------+--------------------+
| Eric Tracey | 10,000 | 0.004 |
| | | |
+--------------------+-------------------+--------------------+
| Neil Warner | 258,389 | 0.098 |
| | | |
+--------------------+-------------------+--------------------+
3.2 Interests under share plans
(a) Performance share plan
+----------+---------+---------+---------+----------+----------+
| Director | Date of | Option | Market | Share | Exercise |
| of | grant | price | price | options | period |
| Chloride | | | at date | held | |
| | | | of | | |
| | | | award | | |
+----------+---------+---------+---------+----------+----------+
| Tim | 12 June | Nil | 169.25p | 144,578 | 12 June |
| Cobbold | 2007 | | | | 2010 to |
| | | | | | 11 June |
| | | | | | 2011 |
+----------+---------+---------+---------+----------+----------+
| | 10 June | Nil | 251.50p | 99,800 | 10 June |
| | 2008 | | | | 2011 to |
| | | | | | 9 June |
| | | | | | 2012 |
+----------+---------+---------+---------+----------+----------+
| | 1 | Nil | 252.50p | 26,272 | 1 |
| | August | | | | August |
| | 2008 | | | | 2011 to |
| | | | | | 31 July |
| | | | | | 2012 |
+----------+---------+---------+---------+----------+----------+
| | 3 June | Nil | 149.00p | 226,171 | 3 June |
| | 2009 | | | | 2012 to |
| | | | | | 2 June |
| | | | | | 2013 |
+----------+---------+---------+---------+----------+----------+
| Neil | 12 June | Nil | 169.25p | 144,578 | 12 June |
| Warner | 2007 | | | | 2010 to |
| | | | | | 11 June |
| | | | | | 2011 |
+----------+---------+---------+---------+----------+----------+
| | 10 June | Nil | 251.50p | 99,800 | 10 June |
| | 2008 | | | | 2011 to |
| | | | | | 9 June |
| | | | | | 2012 |
+----------+---------+---------+---------+----------+----------+
| | 3 June | Nil | 149.00p | 161,551 | 3 June |
| | 2009 | | | | 2012 to |
| | | | | | 2 June |
| | | | | | 2013 |
+----------+---------+---------+---------+----------+----------+
(b)Savings-related share option scheme
+-----------+-----------+-----------+-----------+-----------+
| Director | Date of | Option | Share | Exercise |
| of | grant | price | options | period |
| Chloride | | | held | |
+-----------+-----------+-----------+-----------+-----------+
| Tim | 5 | 166.0p | 5,783 | 1 |
| Cobbold | December | | | February |
| | 2007 | | | 2011 to |
| | | | | 31 July |
| | | | | 2011 |
| | | | | |
+-----------+-----------+-----------+-----------+-----------+
| Neil | 2 | 128.0p | 13,085 | 1 |
| Warner | December | | | February |
| | 2008 | | | 2014 to |
| | | | | 31 July |
| | | | | 2014 |
+-----------+-----------+-----------+-----------+-----------+
(c) Deferred bonus share plan
+-----------+-----------+-----------+-----------+-----------+
| Director | Date of | Date of | Market | Share |
| of | award | maturity | price at | options |
| Chloride | | | date of | held |
| | | | award | |
+-----------+-----------+-----------+-----------+-----------+
| Tim | 10 June | 1 April | 251.50p | 19,960 |
| Cobbold | 2008 | 2010 | | |
+-----------+-----------+-----------+-----------+-----------+
| | 1 July | 1 April | 153.50p | 52,970 |
| | 2009 | 2011 | | |
| | | | | |
+-----------+-----------+-----------+-----------+-----------+
| Neil | 10 June | 1 April | 251.50p | 23,952 |
| Warner | 2008 | 2010 | | |
| | | | | |
+-----------+-----------+-----------+-----------+-----------+
| | 1 July | 1 April | 153.50p | 41,322 |
| | 2009 | 2011 | | |
| | | | | |
+-----------+-----------+-----------+-----------+-----------+
Note: In addition to the interests disclosed above, Tim Cobbold and Neil Warner
are each regarded as having a technical interest in the ordinary shares of
Chloride held by the Chloride Group Employee Benefit Trust which currently holds
5,736,328 shares (2.18 per cent. of the issued share capital). Neither of them
is entitled to receive from the trust more shares than may be allocated upon
exercise of options under the executive share options schemes shown above.
3.3 Interests of persons acting in concert with Chloride:
+--------------------+--------------------+--------------------+
| Person(s) acting | Number of shares | Percentage of |
| in concert with | held | issued share |
| Chloride | | capital |
| | | |
+--------------------+--------------------+--------------------+
| Elaine Sullivan | 20,000 | 0.008 |
| (Note 1) | | |
| | | |
+--------------------+--------------------+--------------------+
| Carolyn Ann | 29,092 | 0.011 |
| Cobbold (Note 2) | | |
+--------------------+--------------------+--------------------+
| Anthony Alan | 6,360 | 0.002 |
| Russell Cobbold | | |
| (Note 3) | | |
+--------------------+--------------------+--------------------+
Note 1: Elaine Sullivan is the wife of Gary Bullard (Chloride non-executive
director) and holds 20,000 shares in Chloride as part of her self-invested
personal pension.
Note 2: Carolyn Ann Cobbold is the wife of Tim Cobbold (Chloride chief
executive).
Note 3: Anthony Alan Russell Cobbold is the father of Tim Cobbold (Chloride
chief executive).
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 |YES x2 |
| Form 8 (Open | |
| Positions) | |
+--------------+--------+
| Supplemental | NO |
| Form 8 (SBL) | |
+--------------+--------+
+-------------+------------+
| Date | 11 May |
| of | 2010 |
| disclosure: | |
+-------------+------------+
| Contact | Jon |
| name: | Messent |
| | (company |
| | secretary) |
+-------------+------------+
| Telephone | +44 |
| number: | (0)20 |
| | 7881 1440 |
+-------------+------------+
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
monitoring@disclosure.org.uk. 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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