NATIONWIDE ACCIDENT REPAIR SERVICES LTD 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: | Nationwide Accident Repair Services Plc |
(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. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Nationwide Accident Repair Services Plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 07/04/2015 |
(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: | ||||
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | 0 | Nil | 0 |
(2) Cash-settled derivatives: | Nil | 0 | Nil | 0 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0 | Nil | 0 |
TOTAL: | Nil | 0 | Nil | 0 |
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: | NONE |
Details, including nature of the rights concerned and relevant percentages: | NONE |
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: | ||||||||||||||||||||||||||||||||||
1) - 1 Independent Director and the Chief Executive hold shares as follows: Michael Marx - Non Executive Chairman - 30,000 NARS Ordinary Shares (0.07%) Michael Wilmshurst - Chief Executive - 1,351,351 Ordinary Shares (3.13%) 2) - 1 employee currently holds share options as follows:
All options are 'out of the money' under the terms of the offer made by Carlyle on 01/04/2015 3) - Christopher Mills (Non-executive Director) / Harwood Capital / NARS Christopher Mills is deemed in concert with NARS by virtue of his being a director of NARS. Christopher Mills also holds indirectly a controlling interest in Harwood Capital LLP ("Harwood Capital") and is a director and Chief Executive and Investment Manager of North Atlantic Smaller Companies Investment Trust Plc ("NASCIT"). NASCIT, which was until recently a discretionary investment management client of Harwood Capital and is deemed to be in concert with Harwood Capital, holds 10,000,000 NARS shares. Harwood Capital is an investment manager and Oryx International Growth Fund Limited ("Oryx") and certain other discretionary and/or investment advisory clients of Harwood Capital (the "Harwood Funds") hold between them a total of 3,395,414 NARS shares. The combined holdings of NASCIT and the Harwood Funds represent approximately 31.01% of the issued share capital of NARS. As a result of the significant shareholding and directorship NASCIT and Harwood Capital are considered to form part of the NARS concert party. |
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: | 08/04/2015 |
| Contact name: | David Pugh |
| Telephone number: | 01993 701 720 |
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 atmonitoring@disclosure.org.uk. 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 atwww.thetakeoverpanel.org.uk.
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