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Tuesday 10 March, 2020

Centremanor Limited

Form 8 (OPD) Daejan Holdings plc

RNS Number : 6594F
Centremanor Limited
10 March 2020
 

 

This announcement replaces the Form 8 (OPD) Daejan Holdings plc. announcement released under RNS number 3879E on 27 February 2020. The only correction is to include the share interest held by Shoshana Stern as at 26 February 2020 in Part 3(b) below. All other information remains unchanged.

 

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) Full name of discloser:

Dock Newco Limited

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

  The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.

BSE Freshwater and SI Freshwater, who have the power to exercise dominant influence and control over Centremanor Limited, the holder of the entire issued share capital in the discloser.

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

  Use a separate form for each offeror/offeree

Daejan Holdings plc

(d) Is the discloser the offeror or the offeree?

Offeror

(e) Date position held:

  The latest practicable date prior to the disclosure

26 February 2020

(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

  If it is a cash offer or possible cash offer, state "N/A"

N/A

 

 

2.  POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

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.

 

(a)  Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 

Ordinary shares of 25p each

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

N/A

-

N/A

-

(2) Cash-settled derivatives:

 

N/A

-

N/A

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

N/A

-

N/A

-

 

  TOTAL:

N/A

-

N/A

-

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), 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

 

 

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 (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

a)  Beneficial holdings of members of the Freshwater group of companies and associated charitable entities

 

 

Name

Number of ordinary shares of 25p each

Percentage of issued share capital

Centremanor Ltd

1,000,000

6.14%

Distinctive Investments Ltd

1,464,550

8.99%

Quoted Securities Ltd

1,305,631

8.01%

Montessan Co. Ltd

135,550

0.83%

Nunhead Investments Ltd

56,770

0.35%

North West London Estates Company Ltd

61,473

0.38%

North West London Estates Development Ltd

66,459

0.41%

Henry Davies (Holborn) Ltd

1,934,090

11.87%

Tabard Property Investment Company Ltd

500,000

3.07%

A & B Rudge Ltd

10,940

0.07%

Aldavon Company Ltd

8,993

0.06%

Alderbar Company Ltd

66,040

0.41%

Artipode Co.Ltd

1

0.00%

Ashview Properties Ltd

55,020

0.34%

Beechway Properties Ltd

50,724

0.31%

Bonsite Co.Ltd

112,058

0.69%

Brondmex  Company Ltd

51,895

0.32%

Chalice Investments Ltd

89,270

0.55%

Chaltorine Co.Ltd

62,216

0.38%

Claveral Co. Ltd

19,864

0.12%

Darital Company Ltd

41,477

0.25%

Grangeside Properties Ltd

99,404

0.61%

Green Dell Investments Ltd

16,873

0.10%

H & F (Stanton) Ltd

37,377

0.23%

Lautena Co. Ltd

52,379

0.32%

Madalan Co.Ltd

12,093

0.07%

Madella Co. Ltd

42,091

0.26%

Medinum Company Ltd

118,024

0.72%

Mintarime Co Ltd

66,222

0.41%

Mondway Company  Ltd

7,729

0.05%

MS Gooding & Co Ltd

24,957

0.15%

Nahora Co. Ltd

41,949

0.26%

Olympia Styles (Cheapside) Ltd

104,260

0.64%

Radnorel Co. Ltd

3,384

0.02%

Soltarno Co. Ltd

1

0.00%

Stronelle Company Ltd

79,278

0.49%

Trustrite Company Ltd

3,727

0.02%

Underwood Distributors (Toilet Preparations) Limited

39,606

0.24%

Villenex Company Ltd

43,966

0.27%

Wellfirm Limited

68,215

0.42%

Mayfair Charities Ltd

565,000

3.47%

The Raphael Freshwater Memorial Association Ltd

456,822

2.80%

Charles Development Company Ltd

11,145

0.07%

Silda 2 Ltd

705,000

4.33%

Valand Investments Ltd

1,000,000

6.14%

TOTAL

10,692,523

65.64%

 

 

b)  Share interests of directors of the Offeror, their close relatives and the related trusts of any of them

 

Name

Number of ordinary shares of 25p each

Percentage of issued share capital

Benzion Schalom Eliezer Freshwater

250,763

1.54%

David Davis

763

0.00%

Osais Meyer Freshwater Trust 1978

76,294

0.47%

Solomon Israel Freshwater Trust 1981

1,560,000

9.57%

Freshwater Family Retirement Benefit Scheme

117,650

0.72%

Benzion Schalom Eliezer Freshwater Trust 2002

250,000

1.53%

The British Committee of Bene Beraq Hospital

100

0.00%

Shoshana Stern

300

0.00%

TOTAL

2,255,870

13.83%

 

c)  Share interests of connected advisers of BidCo in Dock Holdings plc

 

N M Rothschild & Sons Limited

Class of relevant security

Ordinary shares of 25p each


Interests 

Short Positions

Number

%

Number

%

Relevant securities owned and/or controlled

N/A

-

N/A

-

 

 

 

Details of any open stock-settled derivative positions (including traded options), 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:

Irrevocable commitments and letters of intent should not be included. 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:

27 February 2020

Contact name:

James Southgate

Company Secretary

Telephone number:

020 7836 1555

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

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

 

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

 


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