Form 8 - (OPD) WorkPlace Systems International plc
16 December 2011 - 9:58PM
UK Regulatory
TIDMWSI
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 WorkPlace Systems
the disclosure: International plc
(b) Owner or controller of interests and short
positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is
insufficient
(c) Name of offeror/offeree in relation to WorkPlace Systems
whose relevant securities this form relates: International plc ("WSI plc")
Use a separate form for each party to the
offer
(d) Is the party to the offer making the OFFEREE
disclosure the offeror or the offeree?
(e) Date position held: 14 December 2011
(f) Has the party previously disclosed, or is NO
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: 5 p Ordinary Shares
Interests Short positions
Number % Number %
(1) Relevant Nil - Nil -
securities owned
and/or controlled:
(2) Derivatives Nil - Nil -
(other than
options):
(3) Options and Nil - Nil -
agreements to
purchase/sell:
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 None
relation to which subscription right
exists:
Details, including nature of the None
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:
Name No. of 5 pence %
ordinary shares
interested in
Directors of WSI plc
Ian Lenagan 68,328,803 46.1%
John Herring 588,956 0.4%
Nigel Garrett (1) 2,209,390 1.5%
Ian Mills (2) 528,780 0.4%
(1) Includes 741,430 shares held by close relatives
(2) Includes 56,900 shares held by close relatives
Name Options to purchase shares Exercise price Expiry date
Directors of WSI plc
Ian Lenagan - - -
John Herring - - -
Nigel Garrett 100,000 5p 24/07/2012
100,000 9.75p 01/07/2013
100,000 11.5p 01/07/2014
350,000 7.25p 21/06/2017
Ian Mills 100,000 5p 24/07/2012
100,000 9.75p 01/07/2013
100,000 11.5p 01/07/2014
300,000 7.25p 21/06/2017
11,837 8.3p 01/03/2013
11,625 8.4p 01/03/2014
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: 16 December 2011
Contact name: Paul Wright - WorkPlace Systems
International plc
Telephone number: +44 (0) 1908 251 300
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.
3
END
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