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Friday 08 June, 2012

Genivar INC

Form 8 (OPD) WSP Group PLC

RNS Number : 9517E
Genivar INC
08 June 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:

GENIVAR Inc.

(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

WSP Group PLC

(d) Is the party to the offer making the disclosure the offeror or the offeree?

Offeror

(e) Date position held:

7 June 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:

 


 

 

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:

N/A

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):

 

Irrevocable Undertakings

The following holders, controllers or beneficial owners of WSP Shares have given irrevocable undertakings to accept the Offer and vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting to give effect to the Scheme:

Undertakings from Directors of WSP

 

Name

Number of WSP Shares

% of WSP Shares in issue

Ian Barlow

35,062

0.05

Christopher Cole

935,949

1.47

Peter Gill

85,736

0.13

Stuart McLachlan

46,272

0.07

Rikard Appelgren

152,800

0.24

Paul Dollin

14,575

0.02

Christopher Stephens

14,341

0.02

Mark Rollins

10,000

0.02

Anders Karlsson

5,000

0.01

Huw Davies

10,000

0.02

TOTAL

1,309,735

2.05

 

These undertakings from Directors of WSP will remain binding if a higher competing offer for WSP is made. The undertakings will cease to be binding if (i) the Scheme Document (or offer document as applicable) is not published within 28 days of the announcement made on 7 June in accordance with Rule 2.7 of the Code (or such later date as the Panel may agree), but no later than 27 July 2012, (ii) the Scheme does not become effective or lapses or is withdrawn without having become wholly unconditional in accordance with its terms, or (iii) the Scheme is withdrawn or any competing offer is made which is declared wholly unconditional or otherwise becomes effective.

Undertakings from Institutions

 

Name

Number of WSP Shares

% of WSP Shares in issue

Schroder Investment Management Limited

9,253,742

14.5

Henderson Global Investors Limited

4,036,082

6.3

J O Hambro Capital Management Limited

3,658,595

5.7

Montanaro Asset Management Limited

2,689,888

4.2

TOTAL

19,638,307

30.8

 

The undertakings provided by Schroder Investment Management Limited, Henderson Global Investors Limited, J O Hambro Capital Management Group Ltd and Montanaro Asset Management Limited and listed in this Part B will cease to be binding if (i) the Scheme Document (or offer document as applicable) is not published within 28 days of the announcement made on 7 June in accordance with Rule 2.7 of the Code (or such later date as the Panel may agree), (ii) the Scheme does not become effective or lapses or is withdrawn without having become wholly unconditional in accordance with its terms, or (iii) if a competing offer is made or announced in accordance with Rule 2.7 of the Code on terms that represent an improvement of no less than 10 per cent. on the value of the consideration offered under the Scheme as at the date on which such offer is announced and GENIVAR does not increase the consideration offered under the Offer to an equivalent amount within seven days of the date of the competing offer.

Letter of Intent

The following holder, controller or beneficial owner of WSP Shares has delivered a letter of intent to accept the Offer and vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting:

Name

Number of WSP Shares

% of WSP Shares in issue

Aviva Investors Global Services Limited

2,734,774

4.3

 

Note: defined terms used but not defined in this disclosure have the meaning given to them in the Rule 2.7 announcement released by GENIVAR Inc. on 7 June 2012.

 

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:

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 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:

8 June 2012

Contact name:

Isabelle Adjahi

Telephone number:

+1 514-340-0046

 

 

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 monitoring@disclosure.org.uk.  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

 

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

 


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