TIDMWSI
RNS Number : 5986U
Wasp Management Software Limited
23 December 2011
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 Wasp Management Software Limited, a company formed by
disclosure: Lloyds TSB Development Capital Limited
and the Management Team ("NewCo")
---------------------------------------------------------- ----------------------------------------------------------
(b) Owner or controller of interests and short positions Lloyds TSB Development Capital Limited and the Management
disclosed, if different from 1(a): Team
The naming of nominee or vehicle companies is
insufficient
---------------------------------------------------------- ----------------------------------------------------------
(c) Name of offeror/offeree in relation to whose relevant WorkPlace Systems International plc ("WorkPlace")
securities this form relates:
Use a separate form for each party to the offer
---------------------------------------------------------- ----------------------------------------------------------
(d) Is the party to the offer making the disclosure the OFFEROR
offeror or the offeree?
---------------------------------------------------------- ----------------------------------------------------------
(e) Date position held: 8 December 2011
---------------------------------------------------------- ----------------------------------------------------------
(f) Has the party previously disclosed, or is it today NO
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: 5p Ordinary Shares
------------------------------------------------- --------------------------------
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 -
------------------------------------------------- -------- ------------- ---
Nil - Nil -
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 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):
----------------------------------------------------------------------------------------------------
NewCo has received, in aggregate, letters of intent or irrevocable undertakings to accept
the Offer in respect of a total of 127,508,261 Offer Shares, representing approximately 80.0
per cent. of the Offer Shares.
Directors of WorkPlace Systems International plc (other than the Management Team)
Ian Lenagan and John Herring (the "Independent Directors") and Ian Mills and Nigel Garrett
(the "Continuing Directors") have given irrevocable undertakings to accept the Offer and to
vote in favour of the Ordinary Resolution in relation to the following shares:
Director Offer Shares % of Offer Shares
Ian Lenagan 68,328,803 42.9%
John Herring 588,956 0.4%
Ian Mills 1,128,780 0.7%
Nigel Garrett 2,859,390 1.8%
The undertakings provided by the Independent Directors and the Continuing Directors will continue
to be binding, even in the event of a higher offer for WorkPlace by a competing third party
and cannot be withdrawn unless the offer lapses or is withdrawn.
Management Team of NewCo
Bernard Quinn, Paul Wright, Alex Davis and Anthony Knight (the "Management Team") have irrevocably
undertaken to accept the offer (or procure that the registered holder of any shares in which
they hold an interest accepts the offer) in respect of the following shares:
Director Offer Shares % of Offer Shares
Bernard Quinn 8,997,700 5.6%
Paul Wright 949,412 0.6%
Alex Davis 653,300 0.4%
Anthony Knight 43,502 0.0%
The undertakings provided by the Management Team will continue to be binding, even in the
event of a higher offer for WorkPlace by a competing third party and cannot be withdrawn unless
the offer lapses or is withdrawn.
Other Shareholders - irrevocables
Certain institutional and individual independent WorkPlace shareholders have also entered
into irrevocable undertakings to accept the offer and vote in favour of the ordinary resolution
in respect of the following shares:
Name Offer Shares % of Offer Shares
Hargreave Hale Limited 3,450,000 2.2%
Timothy Mark Westaway 4,782,875 3.0%
Michael David Wailing 7,333,300 4.6%
The irrevocable undertakings provided by Hargreave Hale Limited, Timothy Mark Westaway, and
Michael David Wailing will remain binding in the event of a higher offer for WorkPlace by
a competing third party, unless the value of the competing offer represents an improvement
of ten per cent. or more of the value of the consideration being made available under the
Offer.
Other Shareholders - letters of intent
NewCo has also received letters of intent from other institutional shareholders to accept
the offer and vote in favour of the ordinary resolution in respect of the following shares:
Name Offer Shares % of Offer Shares
Liontrust Investment Partners LLP 21,621,601 13.6%
Schroder Investment Management Limited 6,770,642 4.2%
The letter of intent from Liontrust Investment Partners LLP is conditional upon the price
being not less than 25p. Neither of these letters create any legally binding obligations.
----------------------------------------------------------------------------------------------------
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:
---------------------------------------------------------------------------------------------------------
As at 8 December 2011, the interests in respect of relevant securities of the Offeree held
by the Management Team and members of their immediate families, related trusts and connected
persons were as follows:
Beneficial owner
(if different
from registered Number of WorkPlace
Name Registered holder holder) Shares
---------------- ------------------- ------------------ --------------------
Alex Davis Alex Davis 653,300
Anthony Knight Anthony Knight 252,834
Bernard Quinn Barney Quinn 1,350,000
Barclayshare
Nominees Michael Quinn 303,000
Paul Wright Paul Wright 350,000
LR Nominees Paul Wright 281,412
Jennifer Wright 310,000
HSBC Nominees Mark Wright 8,000
------------------- ----------------------------------- --------------------
Total 3,205,546
As at 8 December 2011, the following WorkPlace Options had been granted to the Management
Team:
Name Number of WorkPlace Shares
------------------- ------------ -----------------------------
Alex Davis 1,000,000
Anthony Knight 150,000
Bernard Quinn 10,000,000
Paul Wright 1,000,000
------------------- ------------ -----------------------------
Total 12,150,000
No disclosures are required to made in respect of Lloyds Banking Group plc.
---------------------------------------------------------------------------------------------------------
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: 23 December 2011
--------------------- ---------------------
Contact name: Seth Schelin
--------------------- ---------------------
Telephone number: +44 (0) 20 7227 8830
--------------------- ---------------------
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
END
FEETJBBTMBMTBJB
Workplace Systems (LSE:WSI)
Historical Stock Chart
From May 2024 to Jun 2024
Workplace Systems (LSE:WSI)
Historical Stock Chart
From Jun 2023 to Jun 2024
