Form 8 (OPD)- Barr(A.G.) PLC
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
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(a) Identity of the party to the offer making the disclosure: |
A.G. BARR p.l.c. ("A.G. Barr") |
|
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient |
- |
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer |
A.G. Barr |
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(d) Is the party to the offer making the disclosure the offeror or the offeree? |
OFFEREE |
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(e) Date position held: |
17 September 2012 |
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(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? |
NO
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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
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Class of relevant security:
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4 1/6p ordinary shares |
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|
|
Interests |
Short positions |
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Number |
% |
Number |
% |
|
|
(1) Relevant securities owned and/or controlled: |
- |
- |
- |
- |
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(2) Derivatives (other than options): |
- |
- |
- |
- |
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(3) Options and agreements to purchase/sell: |
- |
- |
- |
- |
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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: |
- |
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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
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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): |
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None.
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3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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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: |
Beneficial holdings of the directors of A.G. Barr (and their spouses) in A.G. Barr Shares
The directors of A.G. Barr (and their spouses) are beneficially interested (whether through a shareholding registered in their own name or otherwise) in the following number of ordinary shares of 4 1/6p each in the capital of A.G. Barr ("A.G. Barr Shares").
|
Name |
Number of A.G. Barr Shares |
Percentage of issued ordinary share capital of A.G. Barr |
|
Roger A. White(1) |
347,618 |
0.30% |
|
Alex B. C. Short(2)(3) |
56,918 |
0.05% |
|
Jonathan D. Kemp(4) |
135,321 |
0.12% |
|
Andrew L. Memmott(5) |
81,759 |
0.07% |
|
Ronald G. Hanna |
150,000 |
0.13% |
|
W. Robin G. Barr(6) |
7,516,326 |
6.44% |
|
Martin A. Griffiths |
5,400 |
0.005% |
Notes:
(1) Of these A.G. Barr Shares, 325,944 (representing 0.28% of the issued share capital of A.G. Barr) are held by Carol White, Roger White's wife.
(2) Of these A.G. Barr Shares, 52,311 (representing 0.04% of the issued share capital of A.G. Barr) are held by Ellen Short, Alex B. C. Short's wife.
(3) In addition to those A.G. Barr Shares beneficially held, Alex B. C. Short, in his capacity as a director of Robert Barr Limited (a wholly owned subsidiary of A.G. Barr which acts as the trustee of certain A.G. Barr share benefit plans) has a non-beneficial interest in 1,749,946 A.G. Barr Shares (representing 1.50% of the issued share capital of A.G. Barr).
(4) Of these A.G. Barr Shares, 125,616 (representing 0.11% of the issued share capital of A.G. Barr) are held by Melanie S. Kemp, Jonathan D. Kemp's wife.
(5) Of these A.G. Barr Shares, 66,606 (representing 0.06%of the issued share capital of A.G. Barr) are held by Susan Memmott, Andrew L. Memmott's wife.
(6) Of these A.G. Barr Shares, 1,482,450 (representing 1.27% of the issued share capital of A.G. Barr) are held by Heather J. Barr, W. Robin G. Barr's wife.
No director of A.G. Barr has any interest in the shares of Britvic plc.
Interests in A.G. Barr Shares of subsidiaries of A.G. Barr
Robert Barr Limited (a wholly owned subsidiary of A.G. Barr) is the registered holder of 1,749,946 A.G. Barr Shares (representing 1.50% of the issued share capital of A.G. Barr). Robert Barr Limited acts as the trustee of certain A.G. Barr share benefit plans.
Options held by directors of A.G. Barr over A.G. Barr Shares
Long Term Incentive Plan
Awards of options under the A.G. Barr Long Term Incentive Plan are subject to satisfaction of certain performance conditions. Options under the A.G. Barr Long Term Incentive Plan vest shortly after the relevant year end date. The number of options which vest is determined after the year end accounts are finalised and the relevant performance conditions can be measured. The vesting date disclosed below has been estimated to be 30 April or 31 October of the relevant year (as appropriate).
|
Name |
Number of A.G. Barr Shares under option (conditional) |
Date of award of options |
Vesting date |
|
Roger A. White |
121,503 |
6 October 2009 |
31 October 2012 |
|
|
104,685 |
2 April 2010 |
30 April 2013 |
|
|
78,705 |
26 April 2011 |
30 April 2014 |
|
|
98,172 |
4 April 2012 |
30 April 2015 |
|
Alex B. C. Short |
75,939 |
6 October 2009 |
31 October 2012 |
|
|
65,427 |
2 April 2010 |
30 April 2013 |
|
|
49,191 |
26 April 2011 |
30 April 2014 |
|
|
59,973 |
4 April 2012 |
30 April 2015 |
|
Jonathan D. Kemp |
68,346 |
6 October 2009 |
31 October 2012 |
|
|
58,884 |
2 April 2010 |
30 April 2013 |
|
|
44,271 |
26 April 2011 |
30 April 2014 |
|
|
52,332 |
4 April 2012 |
30 April 2015 |
|
Andrew L. Memmott |
55,566 |
6 October 2009 |
31 October 2012 |
|
|
51,252 |
2 April 2010 |
30 April 2013 |
|
|
39,654 |
26 April 2011 |
30 April 2014 |
|
|
46,857 |
4 April 2012 |
30 April 2015 |
Directors' share options
|
Name |
Number of A.G. Barr Shares under option |
Exercise price |
Period during which options can be exercised |
|
Roger A. White |
1,650 |
162.5p |
1 December 2012 - 1 June 2013 |
|
|
4,113 |
254p |
1 October 2015 - 1 April 2016 |
|
Alex B. C. Short |
2,937 |
254p |
1 October 2015 - 1 April 2016 |
|
Jonathan D. Kemp |
4,896 |
254p |
1 October 2015 - 1 April 2016 |
|
Andrew L. Memmott |
1,650 |
162.5p |
1 December 2012 - 1 June 2013 |
|
|
4,113 |
254p |
1 October 2015 - 1 April 2016 |
Beneficial holdings of parties presumed to be acting in concert with A.G. Barr (other than directors of A.G. Barr) in A.G. Barr Shares
|
Name |
Number of A.G. Barr Shares |
Percentage of issued ordinary share capital of A.G. Barr |
|
Carol White(1) |
325,944 |
0.28% |
|
Ellen Short(2) |
52,311 |
0.04% |
|
Melanie S. Kemp(3) |
125,616 |
0.11% |
|
Susan Memmot(4) |
66,606 |
0.06% |
|
Heather J. Barr(5) |
1,482,450 |
1.27% |
|
Caroline J. Muir |
1,614,504 |
1.38% |
|
Julie A. Barr |
1,649,986 |
1.41% |
|
Patrick G. Barr |
1,677,648 |
1.44% |
|
Robert Barr's Charitable Trust (6) |
5,400,000 |
4.62% |
|
Robert Barr 1985 Trust (7) |
72,900 |
0.06% |
|
Mrs D K Barr Testamentary Trust (7) |
1,080,600 |
0.93% |
|
W.R.G. Barr Trust for Children (8) |
83,940 |
0.07% |
|
W. Robin G. Barr Family Trust (8) |
456,510 |
0.39% |
|
Mrs Heather J. Barr Discretionary Trust (8) |
761,100 |
0.65% |
|
Robert Barr's Trust (9) |
2,247,858 |
1.93% |
|
W. Brian Morrison 1994 Trust for Jamie(10) |
25,800 |
0.02% |
|
W. Brian Morrison Absolute Trust for Jamie(10) |
64,200 |
0.05% |
|
Andrew A. Barr |
227,898 |
0.2% |
|
Robert N. Barr |
510,000 |
0.44% |
|
Jennifer L. Barr |
1,740,000 |
1.49% |
|
W.G. Barr Trust |
1,560,000 |
1.34% |
|
Mrs Agnes Barr |
900 |
0.0008% |
|
Castlehill Holdings Limited |
2,328,384 |
1.99% |
|
1285057 Alberta Limited |
86,688 |
0.07% |
|
Courtney P. Garwasiuk |
6,000 |
0.005% |
|
Ms Gabrielle E. Garwasiuk |
6,000 |
0.005% |
|
Jennifer D. Garwasiuk |
6,000 |
0.005% |
|
Ms H. Garwasiuk |
155,310 |
0.13% |
|
Kathrine Garwasiuk |
124,188 |
0.11% |
|
Mr Christopher G. Kuharchuk |
6,000 |
0.005% |
|
Miss Kathrine D. Kuharchuk |
6,000 |
0.005% |
Notes:
(1) Carol White is the wife of Roger A. White (a director of A.G. Barr) and A.G. Barr Shares registered in her name are included in the number of A.G. Barr Shares held beneficially by Roger A. White (as set out in the above table).
(2) Ellen Short is the wife of Alex B. C. Short (a director of A.G. Barr) and A.G. Barr Shares registered in her name are included in the number of A.G. Barr Shares held beneficially by Alex B. C. Short (as set out in the above table).
(3) Melanie S. Kemp is the wife of Jonathan D. Kemp (a director of A.G. Barr) and A.G. Barr Shares registered in her name are included in the number of A.G. Barr Shares held beneficially by Jonathan D. Kemp (as set out in the above table).
(4) Susan Memmott is the wife of Andrew L. Memmott (a director of A.G. Barr) and A.G. Barr Shares registered in her name are included in the number of A.G. Barr Shares held beneficially by Andrew L. Memmott (as set out in the above table).
(5) Heather J. Barr is the wife of W. Robin G. Barr (a director of A.G. Barr) and A.G. Barr Shares registered in her name are included in the number of A.G. Barr Shares held beneficially by W. Robin G. Barr (as set out in the above table).
(6) The trustees of this trust are W. Robin G. Barr and Caroline Muir.
(7) The trustees of this trust are W. Robin G. Barr, Caroline Muir and an independent third party.
(8) The trustees of this trust are W. Robin G. Barr, Heather J. Barr and an independent third party.
(9) The trustees of this trust are W. Robin G. Barr and Julie A. Barr.
(10) The trustees of this trust are W. Robin G. Barr and two independent third parties.
No person or entity presumed to be acting in concert with A.G. Barr has any interest in the shares of Britvic plc.
Interest of advisors to A.G. Barr in A.G. Barr Shares
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.
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(b) Agreements, arrangements or understandings relating to options or derivatives
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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.
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(c) Attachments
Are any Supplemental Forms attached?
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Supplemental Form 8 (Open Positions) |
NO |
|
Supplemental Form 8 (SBL) |
NO |
Date of disclosure: |
17 September 2012 |
Contact name: |
Julie A. Barr |
Telephone number: |
+44 (0) 1236 852400 |
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
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