TIDMCFGP
RNS Number : 3054B
United Farmers Holding Company
02 April 2013
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 United Farmers Holding Company ("UFHC")
disclosure:
(b) Owner or controller of interests and short positions United Farmers Holding Company is owned as to 34 per
disclosed, if different from 1(a): cent. by Saudi Agricultural and Livestock
The naming of nominee or vehicle companies is Investment Co., 33 per cent. by Saudi Grains and Fodder
insufficient Holding LLC and 33 per cent. by Almarai
Company
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(c) Name of offeror/offeree in relation to whose relevant Continental Farmers Group plc
securities this form relates:
Use a separate form for each party to the offer
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(d) Is the party to the offer making the disclosure the Offeror
offeror or the offeree?
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(e) Date position held: 28 March 2013
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(f) Has the party previously disclosed, or is it today No
disclosing, under the Code in respect
of any other party to this offer?
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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
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 -
-------- ------------- ---
Nil - Nil -
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: Nil
Details, including nature of the rights concerned and relevant percentages: Nil
----
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):
Capitalised terms used in this section 2(c) have the same meaning as ascribed to them in the
Rule 2.7 announcement of 28 March 2013.
Irrevocable undertakings
The following persons have given irrevocable undertakings to vote in favour of the Scheme
at the Court Meeting and to accept the Basic Offer (or to procure such vote and acceptance)
as follows: Name Number of CFG Shares Percentage of issued
share capital of
CFG (%)
Nicholas Sherren Parker 663,820 0.41
--------------------- ---------------------
Julia Caroline Hamilton
Parker 153,189 0.09
--------------------- ---------------------
James Edward Hamilton
Parker 1,174,451 0.72
--------------------- ---------------------
Sarah Mary Hamilton
Parker 304,879 0.19
--------------------- ---------------------
Lucie Camilla Hamilton
Parker 304,879 0.19
--------------------- ---------------------
Crescent Trustees Limited
P301390 Acct (as trustee
of Nicholas Parker's
SIPP) 1,187,767 0.73
--------------------- ---------------------
Mark Charles Laird 11,629,845 7.11
--------------------- ---------------------
Sir Malcolm Leslie
Rifkind 30,000 0.02
--------------------- ---------------------
Peter Eric Priestley 3,616,536 2.21
--------------------- ---------------------
Gerardine O'Connor 7,413,851 4.53
--------------------- ---------------------
Keith Dawson 2,408,892 1.47
--------------------- ---------------------
Origin International
Enterprises BV 39,640,345 24.25
--------------------- ---------------------
TOTAL 68,528,454 41.92
--------------------- ---------------------
In addition to the irrevocable undertakings with respect to CFG Shares above:
(i) The irrevocable undertaking given by Mark Laird extends to any CFG Shares issued to him
under the 2011 LTIP. Awards over 2,212,000 CFG Shares have been made to Mark Laird under the
2011 LTIP of which awards over up to 1,106,000 CFG Shares are expected to vest if the Scheme
becomes effective.
(ii) Alastair Stewart, a CFG Director who currently holds no CFG Shares, has irrevocably undertaken
to accept the Offer in respect of any CFG Shares issued to him pursuant to the 2011 LTIP.
Awards over 763,000 CFG Shares have been made to Alastair Stewart under the 2011 LTIP of which
awards over up to 381,500 CFG Shares are expected to vest if the Scheme becomes effective.
(iii) The irrevocable undertaking given by Keith Dawson extends to any CFG Shares issued to
him under the 2011 LTIP. Awards over 240,000 CFG Shares have been made to Keith Dawson under
the 2011 LTIP of which awards over up to 120,000 CFG Shares are expected to vest if the Scheme
becomes effective.
The undertakings referred to above shall only lapse if: (i) the Scheme Document (or, if UFHC
elects to implement the Offer by way of a Contractual Offer, the offer document relating to
the Contractual Offer) is not published within 28 days of the date of the Rule 2.7 announcement
(or such longer period as UFHC, with the consent of the Panel, determines); or (ii) in the
event that the Offer is implemented by way of a Contractual Offer, the Offer lapses or is
withdrawn; or (iii) in the event that the Offer is implemented by way of a Scheme, the Scheme
terminates or lapses in accordance with its terms or otherwise becomes incapable of becoming
effective, provided that UFHC has not, within seven days of the Scheme having so terminated
or lapsed, announced in accordance with Rule 2 of the Code that it intends to implement the
Offer by way of a Contractual Offer.
The following persons have given irrevocable undertakings to vote in favour of the Scheme
at the Court Meeting and to elect to receive the Cash Alternative (or to procure such vote
and election) as follows: Name Number of CFG Shares Percentage of issued
share capital of CFG
(%)
Artemis Investment Management
LLP 12,349,694 7.55
--------------------- ----------------------
F&C Management Limited
and F&C Investment Business
Limited 8,814,713 5.39
--------------------- ----------------------
Rockhopper Investments
Limited 6,016,220 3.68
--------------------- ----------------------
Polar Capital European
Forager Fund Ltd 5,742,726 3.51
--------------------- ----------------------
Kleinwort Benson Investors
Dublin Limited and Kleinwort
Benson Investors International
Limited 5,259,264 3.22
--------------------- ----------------------
Zurich Life Assurance
plc 4,842,726 2.96
--------------------- ----------------------
TOTAL 43,025,343 26.32
--------------------- ----------------------
The undertakings referred to above shall only lapse if: (i) the Scheme Document (or, if UFHC
elects to implement the Offer by way of a Contractual Offer, the offer document relating to
the Contractual Offer) is not published within 28 days of the Rule 2.7 announcement (or such
longer period as UFHC, with the consent of the Panel, determines); or (ii) in the event that
the Offer is implemented by way of a Contractual Offer, the Offer lapses or is withdrawn;
or (iii) in the event that the Offer is implemented by way of a Scheme, the Scheme terminates
or lapses in accordance with its terms or otherwise becomes incapable of becoming effective,
provided that UFHC has not, within seven days of the Scheme having so terminated or lapsed,
announced in accordance with Rule 2 of the Code that it intends to implement the Offer by
way of a Contractual Offer; or (iv) a third party announces a cash offer (or a cash alternative
to a securities exchange offer) exceeding 39.6 pence for each CFG Share.
Letter of intent
The following person has given a letter of intent to vote (or to procure the voting) in favour
of the Scheme at the Court Meeting as follows: Name Number of CFG Shares Percentage of issued
share capital of
CFG (%)
BGF World Agriculture
Fund 5,742,726 3.51
--------------------- ---------------------
In the event that either (i) the Scheme Document is not sent to CFG Shareholders within 28
days of the date of the Rule 2.7 announcement or (ii) the Scheme does not become effective
on or before 30 September 2013, the letter of intent referred to above shall automatically
lapse.
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:
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
(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: 2 April 2013
Contact name: Tim Medak
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Telephone number: +44 (0)20 7951 2000
--------------------
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
The company news service from the London Stock Exchange
END
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