Form 8 (OPD) Braemar Group pl

RNS Number : 4607N

Braemar Group PLC

11 June 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:	Braemar Group 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	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	Braemar Group plc
(d) Is the party to the offer making the disclosure the offeror or the offeree?	Offeree
(e) Date position held:	11 June 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:	Ordinary Shares of 1p each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:
(2) Derivatives (other than options):
(3) Options and agreements to purchase/sell:
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:
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):

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 Directors of the Company holds the following interests and rights to subscribe: Martin Robinson (Chairman) 4,973,334 Ordinary Shares of 1p each (representing approximately 2.89% of the total issued share capital of Braemar Group plc); 568,975 options over ordinary shares of 1p each. The exercise price of each option is 3.25p and the options lapse on 30 June 2017. 3,000,000 options over ordinary shares of 1p each. The exercise price of each option is 1.25p and the options lapse on 30 June 2018. Marc Duschenes (Chief Executive Officer) 41,649,393 Ordinary Shares of 1p each (representing approximately 24.20% of the total issued share capital of Braemar Group plc); 568,975 options over ordinary shares of 1p each. The exercise price of each option is 3.25p and the options lapse on 30 June 2017. 3,500,000 options over ordinary shares of 1p each. The exercise price of each option is 1.25p and the options lapse on 30 June 2018. Jonathan Murphy (Finance Director) 1,634,694 Ordinary Shares of 1p each (representing approximately 0.95% of the total issued share capital of Braemar Group plc); 1,137,950 options over ordinary shares of 1p each. The exercise price of each option is 3.25p and the options lapse on 30 June 2017. 3,500,000 options over ordinary shares of 1p each. The exercise price of each option is 1.25p and the options lapse on 30 June 2018. Anthony McFarland (Non Executive Director) 4,641,667 Ordinary Shares of 1p each (representing approximately 2.70% of the total issued share capital of Braemar Group plc); Ciano Investments Limited 47,133,332 Ordinary Shares of 1p each (representing approximately 27.4% of the total issued share capital of Braemar 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:	11 June 2010
Contact name:	Martin Robinson
Telephone number:	0161 929 4969

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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