Form 8 (OPD) Evolution Group plc/Investec plc

RNS Number : 1416M

Evolution Group PLC

10 August 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 disclosure:	EVOLUTION 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	-
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each party to the offer	EVOLUTION GROUP PLC
(d) Is the party to the offer making the disclosure the offeror or the offeree?	OFFEREE
(e) Date position held:	9 AUGUST 2011
(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	YES Investec plc

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
	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:	NONE		NONE

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):

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:
ORDINARY SHARES A Snow (Director) 5,634,273* 2.422% M Gray (Director) 35,000 0.015% P Gibbs (Director) 100,000 0.043% C Chambers (Director) 126,000 0.054% P Howell (Director) 3,754** 0.002% Williams de Broe Ltd on behalf of discretionary clients 1,213,003 0.521% Evo Nominees Ltd (member of The Evolution Group plc group of companies) as nominee for the beneficiaries of The Evolution Group Share Incentive Plan 2003, administered by Capita IRG Trustees Ltd. 2,817,518 1.211% Evo Nominees Ltd (member of The Evolution Group plc group of companies) as nominee for the beneficiaries of the 2002 Employee's Share Incentive Plan administered by Capita Trustees Ltd. 18,246,296 7.844% TOTAL 28,175,844 12.112% * Total includes 26,031 shares held under the 2003 Share Incentive Plan **All shares are held under the 2003 Share Incentive Plan A Snow A Westenberger P Howell 2002 ESIP Amount 175,179 150,000 Grant Date 8.4.2009 8.4.2009 Exercise Price 1p per share 1p per share Vesting Date 8.4.2012 8.4.2012 2002 ESIP Amount 378,151 89,286 Grant Date 25.3.2010 25.3.2010 Exercise Price 1p per share 1p per share Vesting Date 25.3.2013 25.3.2013 2002 ESIP 200,000 Grant Date 26.4.2010 Exercise Price 1p per share Vesting Date 8.4.2013 2002 ESIP 50,000 Grant Date 21.5.2010 Exercise Price 1p per share Vesting Date . 21.2.2011 2002 ESIP 50,000 Grant Date 21.5.2010 Exercise Price 1p per share Vesting Date . 21.2.2012 2002 ESIP 50,000 Grant Date 21.5.2010 Exercise Price 1p per share Vesting Date . 21.2.2013 2002 ESIP 132,743 132,743 Grant Date 24.3.2011 24.3.2011 Exercise Price 1p per share 1p per share Vesting Date 24.3.2014 24.3.2014 2002 ESIP 250,000 Grant Date 8.4.2011 Exercise Price 1p per share Vesting Date 8.4.2014 Total 2002 ESIP Shares Under Option 553,330 822,029 282,743 2010 Partnership Equity Plan - JSOP 2,345,000 1,340,000 Grant Date 25.3.2010 25.3.2010 Note: Value can be realised in the JSOP shares in three equal tranches in 2013, 2014 and 2015 subject to the achievement of various stretching performance conditions in each of 2010, 2011 and 2012.
	2010 Growth Share Ownership Plan relating to Williams de Broe Ltd				4,000
	Grant Date				25.3.2010
	2010 Growth Share Ownership Plan relating to Williams de Broe Ltd				300
	Grant Date				1.9.2010
	Total under the Growth Share Option Plan				4,300
	Note: Williams de Broe Ltd, as a private company does not have a market price per share.  However, vesting of awards are subject to meeting the valuation provisions relating to Williams de Broe Ltd as set out in its Articles of Association including the achievement of the relevant hurdle rate as set out in the rules of the GSOP.

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:	10  AUGUST 2011
Contact name:	Charmaine Chow
Telephone number:	020 7071 4300

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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