Form 8 (DD) - Northumbrian Water Group PLC
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
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(a) Identity of the party to the offer or person acting in concert making the disclosure: |
Christopher Green |
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(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient |
NA |
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree |
Northumbrian Water Group PLC ("Northumbrian Water") |
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(d) Status of person making the disclosure: e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree) |
Person acting in concert with the offeree (Northumbrian Water) |
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(e) Date dealing undertaken: |
27 September 2011 |
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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 |
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing
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Class of relevant security:
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Interests |
Short positions |
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Number |
% |
Number |
% |
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(1) Relevant securities owned and/or controlled: |
195,616 |
0.0377 |
NA |
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(2) Derivatives (other than options): |
NA |
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NA |
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(3) Options and agreements to purchase/sell: |
NA |
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NA |
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TOTAL: |
NA |
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NA |
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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 (including directors' and other executive options)
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Class of relevant security in relation to which subscription right exists: |
NA |
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Details, including nature of the rights concerned and relevant percentages: |
NA |
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.
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
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Class of relevant security |
Purchase/sale
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Number of securities |
Price per unit |
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Ordinary shares of £0.10 |
Sale
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10,753 |
Nil consideration |
(b) Derivatives transactions (other than options)
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Class of relevant security |
Product description e.g. CFD |
Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position |
Number of reference securities |
Price per unit |
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(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
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Class of relevant security |
Product description e.g. call option |
Writing, purchasing, selling, varying etc. |
Number of securities to which option relates |
Exercise price per unit |
Type e.g. American, European etc. |
Expiry date |
Option money paid/ received per unit |
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(ii) Exercising
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Class of relevant security |
Product description e.g. call option |
Number of securities |
Exercise price per unit |
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(d) Other dealings (including subscribing for new securities)
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Class of relevant security |
Nature of dealing e.g. subscription, conversion |
Details |
Price per unit (if applicable) |
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The currency of all prices and other monetary amounts should be stated.
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
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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 or person acting in concert making the disclosure and any other person: If there are no such agreements, arrangements or understandings, state "none" |
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On 1 August 2011, Christopher Green entered into an agreement with UK Water (2011) Limited ("UK Water") under which he irrevocably undertook to: (i) to vote in favour of the Scheme and the resolutions to be proposed at the Court Meeting and the General Meeting; and (ii) if the Acquisition is subsequently structured as a Takeover Offer, to accept any Takeover Offer made by UK Water in respect of his entire beneficial holding of Northumbrian Water shares.
As stated in part (i) of this irrevocable undertaking, Christopher Green voted in favour of the Scheme and the resolutions to be proposed at the Court Meeting and the General Meeting held on 19 September 2011.
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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 or person acting in concert making the disclosure 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" |
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None
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(c) Attachments
Are any Supplemental Forms attached?
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Supplemental Form 8 (Open Positions) |
NO |
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Supplemental Form 8 (SBL) |
NO |
(d) Other information
Prior to this sale of ordinary shares, Mrs G F Green, spouse of Christopher Green, transferred 10,753 ordinary shares of £0.10 each (representing 0.002% of the Northumbrian Water's issued share capital) to Christopher Green, at nil consideration.
(e) Code consequences
The Takeover Panel Executive has confirmed that this dealing has no Code consequences
Date of disclosure: |
27 September 2011 |
Contact name: |
Martin Parker, Company Secretary |
Telephone number: |
+ 44 (0)191 301 6746 |
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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