Form 8 (OPD) Focus Solutions

RNS Number : 5201X

Standard Life plc

07 December 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) Identity of the party to the offer making the disclosure:	Standard Life 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 whose relevant securities this form relates:      Use a separate form for each party to the offer	Focus Solutions Group plc ("Focus")
(d) Is the party to the offer making the disclosure the offeror or the offeree?	OFFEROR
(e) Date position held:	07.12.2010
(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:	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:	none
Details, 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):

The following Focus Directors have entered into irrevocable undertakings with Standard Life to accept or procure acceptance of the Offer in respect of the following beneficial and connected holdings of Focus Shares: Focus Director Number of Focus Shares held Mr John Bernard Streets 8,000,000 Mr Alastair Taylor 300,000 Mr Martin Clements 150,530 Mr Martin Fiennes 73,634 Mr Richard Stevenson 60,000 Mr Frank Murray 52,400 All of these undertakings will continue to be binding even in the event of a higher competing offer for Focus, and will only lapse if the Offer lapses or is withdrawn. All of these undertakings include an undertaking to accept the Offer in respect of any Focus Shares acquired pursuant to the exercise of Focus Share Options, comprising 3,457,819 Focus Share Options held by the following:  Mr Richard Stevenson 1,800,580 Mr Martin Clements 843,766 Mr Frank Murray 813,473 TOTAL 3,457,819 The following Focus Shareholder who is not a Focus Director has entered into an irrevocable undertaking with Standard Life to accept the Offer in respect of its beneficial holdings of Focus Shares: Focus Shareholder Number of Focus Shares held Azini 1 8,595,686 This undertaking will continue to be binding even in the event of a higher competing offer for Focus, and will only lapse if the Offer 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:

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:	7 December 2010
Contact name:	Peter Tyson
Telephone number:	0131 246 5717

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 [e-mail].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END

 

 

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