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:
|
Petroceltic International PLC
("Petroceltic")
|
|
(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
|
Melrose Resources plc
("Melrose")
|
|
(d) Is the party to the offer making the
disclosure the offeror or the offeree?
|
Offeror
|
|
(e) Date position held:
|
16 August 2012
|
|
(f) Has the party previously disclosed,
or is it today disclosing, under the Code in respect
of any other party to this offer?
|
Yes
If YES, specify which: Petroceltic
|
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:
|
None
|
|
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):
|
|
Petroceltic has received irrevocable
undertakings to vote (or procure to be voted) in
favour of the resolutions relating to the acquisition
of the entire issued ordinary share capital of
Melrose by Petroceltic (the "Merger") to be
implemented by way of a court sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006
in respect of 59,946,088 Melrose ordinary shares,
representing approximately 52.27% of the current
issued share capital of Melrose.
|
Holder
|
Interest
|
|
|
Number
|
%
|
|
Robert Adair and Skye Investments Limited
(a company connected to Robert Adair) *
|
58,431,929
|
50.95
|
|
David Archer
|
504,830
|
0.44
|
|
Anthony Richmond-Watson
|
777,769
|
0.68
|
|
David Thomas
|
150,000
|
0.13
|
|
William Wyatt
|
81,560
|
0.07
|
|
Total
|
59,946,088
|
52.27
|
The undertakings will cease to be binding if
(i) the Merger is not implemented by the date which
is 9 months from the date of the first public
announcement of the Merger by Melrose and/or
Petroceltic; (ii) Petroceltic proposes any variation
to the Merger unless the principal terms of the
revised Merger are no less favourable than the terms
set out in the Rule 2.7 announcement relating to the
Merger (including, if Petroceltic elects to implement
the Merger by way of a takeover offer, an acceptance
condition of not less than 75 per cent. unless a
lower acceptance condition is agreed by Melrose with
Panel consent); or (iii) the Merger lapses or is
withdrawn without having become wholly unconditional
or effective, save in circumstances where within
three days of the Merger having lapsed or been
withdrawn Petroceltic announces a new offer for
Melrose on terms no less favourable to Melrose
shareholders than those set out in the Rule 2.7
announcement.
* A substantial majority of the Melrose shares
in which Robert Adair and Skye Investments Limited
("Skye") are interested are subject to
charges in favour of third parties. In each case
where such consent is required, the beneficiary of
the charge has consented to Robert Adair and Skye
providing the irrevocable undertaking described
herein. However, in the event that any beneficiary of
the charges granted by Robert Adair or Skye enforces
its security interest in such Melrose shares, the
irrevocable undertaking shall not be binding on the
party enforcing such security interest.
|
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:
|
|
It has not been practicable for Petroceltic to
make enquiries of all of its concert parties in
advance of releasing this Opening Position Disclosure
and therefore this Opening Position Disclosure does
not include all relevant details in respect of
Petroceltic's concert parties.
Petroceltic confirms that a further disclosure
in accordance with Rule 8.1(a) and Note 2(a)(i) on
Rule 8 of the Code will be made as soon as possible,
if required.
|
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:
|
17 August 2012
|
|
Contact name:
|
Peter Dunne
|
|
Telephone number:
|
+353 1421 8300
|
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.
Recommend:
