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Booker Group PLC (BOK)

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Thursday 28 May, 2009

Booker Group PLC

Further re Holding(s) in Comp

RNS Number : 9142S
Booker Group PLC
21 May 2009
 
For Immediate Release
27th May 2009
 
Booker Group plc ('the Company')
 
Notification of Major Interests in Shares
 
 
Further to the announcement of 21 May 2009, Booker Group plc ('Booker') received the below notification from the Joint Provisional Liquidator and Joint Official Receiver of Kaupthing Singer & Friedlander (Isle of Man) Ltd (in liquidation).
 
For further information contact:
 
Tulchan Communications (PR Adviser to Booker Group plc)
020 7353 4200
Susanna Voyle
Lucy Legh
 
Investec Bank UK (Nominated Adviser to Booker Group plc)
020 7597 5970
Keith Anderson
 
 
 
 
KAUPTHING SINGER & FRIEDLANDER (ISLE OF MAN) LIMITED
(IN LIQUIDIATION)
 
On 27 May 2009 the High Court of Justice of the Isle of Man made a Winding Up Order placing Kaupthing Singer & Friedlander (Isle of Man) Limited into liquidation, Michael Simpson and Peter Spratt were appointed as Joint Provisional Liquidators and Joint Deemed Official Receivers
 
KAUPTHING SINGER & FRIEDLANDER (ISLE OF MAN) LIMITED (IN LIQUIDIATION) (“KSFIOM”)
Notification of a major shareholding in Booker Group plc pursuant to Rule 5.1.2 of the Disclosure and Transparency Rules (“DTR”)
327,447,798 ordinary shares in Booker Group plc (the “Shares”)
 
Further to our letter of 21 May 2009 and the TR-1 enclosed with that letter, we confirm that we have subsequently been advised by the legal advisers to Kaupthing Capital Partners II Master, LP. Inc, (“KCP II”), that KCP II is withdrawing its claim to the Shares.
 
Michael Simpson
Joint Provisional Liquidator and Joint Official Receiver
Kaupthing Singer & Friedlander (Isle of Man) Limited
 
 




For filings with the FSA include the annex

For filings with issuer exclude the annex 


TR-1: Notifications of Major Interests in Shares


1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:

Booker Group plc



2. Reason for notification (yes/no)


An acquisition or disposal of voting rights


X


An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached 



An event changing the breakdown of voting rights



Other (please specify):______________



3. Full name of person(s) subject to notification obligation:

Kaupthing Singer & Friedlander (Isle of Man) Limited (in liquidation provisionally)


4. Full name of shareholder(s) (if different from 3):


Sinjul Nominees Limited


5. Date of transaction (and date on which the threshold is crossed or reached if different):


27 October 2008


6. Date on which issuer notified:


2009


7. Threshold(s) that is/are crossed or reached:


Above 3% (22%)



8: Notified Details

A: Voting rights attached to shares


Class/type of shares

If possible use ISIN code

Situation previous to the triggering transaction

Resulting situation after the triggering transaction

Number of shares

Number of voting rights

Number of shares

Direct

Number of voting rights

Percentage of voting rights


Direct


Indirect


Direct


Indirect

Ordinary 1p Shares

GB00B01TND91


0


0


327,447,798


327,447,798


22.00




B: Financial Instruments


Resulting situation after the triggering transaction


Type of financial instrument

Expiration date

Exercise/ conversion period/date 

No. of voting rights that may be acquired (if the instrument exercised/converted)

Percentage of voting rights









Total (A+B)


Number of voting rights

Percentage of voting rights


327,447,798


22.00




9. Chain of controlled undertakings through which the voting rights and /or the financial instruments are effectively held, if applicable:


N/A


Proxy Voting:

10. Name of proxy holder:

N/A

11. Number of voting rights proxy holder will cease to hold:

N/A

12. Date on which proxy holder will cease to hold voting rights:

N/A


13. Additional information:

See letter attached

14 Contact name:


Michael Simpson of PricewaterhouseCoopers, being a joint liquidator provisionally.

 

15. Contact telephone number:

01624 689 689


KAUPTHING SINGER & FRIEDLANDER (ISLE OF MAN) LIMITED

On 9 October 2008 the High Court of Justice of the Isle of Man made an Order appointing Michael Simpson of PricewaterhouseCoopers Liquidator Provisionally of Kaupthing Singer & Friedlander (Isle of Man) Limited, pending the hearing of a Petition to wind it up, which is due to be heard on 27 May 2009, Peter Spratt was appointed Joint Liquidator Provisionally on 20 November 2008

 

M Chilton Esq.
Booker Group PLC
Equity House,
Irthlingborough Road,
Wellingborough,
Northants.

NN 8 1LT

21 May 2009

Dear Sirs
KAUPTHING SINGER & FRIEDLANDER {ISLE OF MAN) LIMITED ('KSFIOM') Notification of a major shareholding in Booker Group plc pursuant to Rule 5.1.2 of the Disclosure and Transparency Rules ('DTR')
On 9 October 2008, KSFIOM was placed into liquidation provisionally by order of the High Court in the Isle of Man. Peter Spratt and myself have been appointed to act as Joint Liquidators Provisionally.
On 16 July 2008, Kaupthing Singer & Friedlander Ltd (in administration) ('KSF UK') transferred 327,447,798 ordinary shares in Booker Group plc (the 'Shares') to KSFIOM under a Global Master Repurchase Agreement between KSFIOM and KSF UK (the 'KSFIOM Repurchase Agreement'), KSF UK is a sister company of KSFIOM, and was placed into administration in the UK on 8th October 2008; partners in Ernst & Young LLP are acting as administrators of KSF UK. The KSFIOM Repurchase Agreement was subsequently terminated on or about 27 October 2008.
We are advised that KSF UK came into possession of the Shares by virtue of a global master repurchase agreement it had entered into with KCP II e.h.f. ('KCP II ef'). We understand that KCP II ef's sole shareholder is Kaupthing Capital Partners II Master, L.P. Inc (in Administration) ('KCPII') - KCP II is also in administration in the UK and partners in Smith & Williamson Ltd are acting as administrators.
It is our understanding of the KSFIOM Repurchase Agreement that KSFIOM became able to exercise the voting rights over the Shares on or about 27 October 2008. However, KCP II has stated in correspondence that it retains a beneficial interest in the Shares and therefore refutes our claim to the Shares. It has been unclear therefore whether KSFIOM has the ability to exercise the voting rights attached to the Shares.
We have taken extensive legal advice and have also been in discussions with the Administrators of KSFUK and KCP II in order to clarify the position and ascertain whether KSFIOM has the right to exercise the voting rights attaching to the Shares, free from any encumbrances. We are now in a position where we believe we are  entitled to exercise the voting rights attached to the Shares.  We understand that KCP II may be continuing to claim an interest in the Shares albeit despite several requests they have not been able to produce to us evidence to support this. If KCP II continue to claim an interest in the Shares, we will in due course seek a declaration from the court as to ownership of the Shares.

Accordingly, due to KCP ll's failure to produce evidence to the contrary and having discussed the matter with the FSA, we attach a TR1 to notify our shareholding in Booker Group plc under DTR 5.1.2. We have not been able to make this notification sooner due to KCP II's assertions.

If you wish to discuss this matter in more detail please do not hesitate to telephone.

                

                                Michael Simpson
                     Joint Liquidators Provisionally
                     Kaupthing Singer & Friedlander (Isle of Man) Limited (in liquidation provisionally)

 

 

For notes on how to complete form TR-1 please see the FSA website. 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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