Form 8 (OPD) Lifeskills Education Limited

RNS Number : 2053Z

Stagecoach Theatre Arts PLC

13 March 2012

 



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:	Lifeskills Education Limited ("lifeskills")
(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	stagecoach theatre arts public Limited company
(d) Is the party to the offer making the disclosure the offeror or the offeree?	OFFEROR
(e) Date position held:	9 March 2012
(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:	5p Ordinary shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	NIL	N/A	NIL	N/A
(2) Derivatives (other than options):	NIL	N/A	NIL	N/A
(3) Options and agreements to purchase/sell:	1,748,322 please see supplemental form	17.48%	NIL	N/A
TOTAL:	NIL	N/A	NIL	N/A

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:	NIL
Details, including nature of the rights concerned and relevant percentages:	N/A

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):
Definitions in this disclosure are taken from the 2.7 Announcement issued by Lifeskills Education Limited ("Lifeskills") on 12 March 2012. Lifeskills has received irrevocable undertakings to accept (or procure acceptance of, as the case may be) the Offer in respect of the following Offer Shares and to vote (or procure the voting) in favour of the Ordinary Resolution in respect of the following Eligible Voting Shares:
Name of Shareholder	Shares	% capital
Graham Cole	5,000	0.05%
David Sprigg*	2,858,819	28.59%
* Includes 782,216 Offer Shares held by David Sprigg's self invested personal pension (the nominee of which is Smith & Williamson Nominees Limited) which David Sprigg has irrevocably agreed to procure will accept the Offer and vote in favour of the Ordinary Resolution. In addition they have received irrevocable undertakings to accept the Offer in respect of the following Offer Shares from the following Stagecoach Shareholders:
Name of Shareholder	Shares	%  capital
Stephanie Manuel*	1,523,850	15.24%
* Includes 316,442 Offer Shares held by Stephanie Manuel's self invested personal pension and 40,000 Offer Shares held on Stephanie Manuel's behalf by Smith & Williamson Nominees Limited which Stephanie Manuel has irrevocably agreed to procure will accept the Offer. Lifeskills has also received non-binding letters of intent from the following institutional shareholders of Stagecoach to accept or procure acceptance of the Offer in respect of the following Offer Shares and to vote or procure the vote in favour of the Ordinary Resolution in respect of the following Eligible Voting Shares which they are able to exercise control over:
Name of Shareholder	Shares	% capital
Hazell Carr Edwards FURB	465,000	4.65%*
Heritage Capital Management Limited	300,000	3.00%*
* Shareholding as at 9 March 2012, being the last business day prior to the date of the Offer Document. Accordingly, Lifeskills Education has received, in aggregate, letters of intent or irrevocable undertakings in respect of a total of: (a)  5,152,669 Offer Shares, to accept the Offer representing approximately 51.53 per cent. of the Stagecoach Shares; and (b)  3,628,819 Eligible Voting Shares to vote in favour of the Ordinary Resolution, representing approximately 54.14 per cent. of the Eligible Voting Shares.

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 following Offeree directors are deemed to be acting in concert with Lifeskills:
Director	Number of STA Ordinary Shares	Percentage of STA issued share capital	Number of options over STA shares
Stephanie Manuel	3,047,700	30.85%	Nil
Richard Dawson	210,709	2.11%	275,113
Mansoor Ishani	13,763	0.14%	371,454
See section 4 (b) Options are as detailed in the 2012 Interim Results issued on Feb 28th 2012 (http://www.stagecoach.co.uk/investor-relations/admin_docs.php#)

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 other than as set out in 2 (a) and 2(c) above.

(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"

Both Richard Dawson and Manzoor Ishani have voluntarily surrendered their options over Ordinary Shares (set out in paragraph 3, above), having taken independent legal advice, and have waived their rights under Rule 15 of the Code. Rule 15 of the Code would have required the Offeror to have made an appropriate offer to them to ensure that their interests were safeguarded. Consequently, the Panel has granted the Offeror a dispensation in respect of making an appropriate offer under Rule 15.

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	YES
Supplemental Form 8 (SBL)	NONE

Date of disclosure:	13 MARCH 2012
Contact name:	SHIRIN GANDHI
Telephone number:	0207 183 7592

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.

 

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