TIDMNWS TIDMDWN
RNS Number : 0225I
Smiths News PLC
07 June 2011
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 Smiths News plc ("Smiths News")
making the disclosure:
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(b) Owner or controller of interests n/a
and short positions disclosed, if
different from 1(a): The naming of
nominee or vehicle companies is
insufficient
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(c) Name of offeror/offeree in relation Dawson Holdings plc ("Dawson")
to whose relevant 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 Offeror
the disclosure the offeror or the
offeree?
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(e) Date position held: 7 June 2011
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(f) Has the party previously disclosed, No
or is it today 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:
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Interests Short positions
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Number % Number %
-------------------------------------------- -------- ------------- ---
(1) Relevant securities owned and/or - - - -
controlled:
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(2) Derivatives (other than options): - - - -
-------------------------------------------- -------- ------------- ---
(3) Options and agreements to - - - -
purchase/sell:
-------------------------------------------- -------- ------------- ---
TOTAL: - - - -
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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
Class of relevant security in relation to which subscription None.
right exists:
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Details, including nature of the rights concerned None.
and relevant percentages:
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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):
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Smiths News has received undertakings to accept (or
to procure the acceptance of) the Ordinary Offer in
respect of 16,050,969 Dawson ordinary shares, representing
22.4 per cent. of the existing issued ordinary share
capital of Dawson, further details of which is set
out below:
Directors' Irrevocable Undertakings
Details of the irrevocable undertakings received from
the Dawson directors are as follows:
% of issued ordinary
Name of Director Number of shares share capital
Hugh Cawley 230,367 0.32
Nigel Freer 213,730 0.30
Brenda Dean 36,233 0.05
James McCarthy 36,146 0.05
Total 516,476 0.72
The irrevocable undertakings from the Dawson directors
will lapse if the Offer Document is not posted by
5 July 2011 (or such later time as may be agreed by
the Panel and in the case of a switch to a scheme
extended to 28 days after the date announcing the
change) or if the Offers lapse or are withdrawn (other
than where such lapse or withdrawal is because of
a change to a scheme). The irrevocable undertakings
from the Dawson directors will otherwise remain binding
in all circumstances.
Institutional Irrevocable Undertakings
Details of the irrevocable undertakings from certain
Dawson institutional shareholders and the Pension
Protection Fund:
% of issued ordinary
Name of shareholder Number of shares share capital
Pension Protection Fund 6,519,493 9.1
Gartmore 5,315,000 7.4
Artemis 3,700,000 5.2
Total 15,534,493 21.7
The irrevocable undertaking from each of Artemis and
Gartmore will lapse if: (i) the Offer Document is
not posted by 5 July 2011 (or such later time as may
be agreed by the Panel and in the case of a switch
to a scheme extended to 28 days after the date announcing
the change); (ii) if the Offers lapse or are withdrawn
(other than where such lapse or withdrawal is because
of a change to a scheme) or (iii) if any third party
offer for Dawson is announced in accordance with Rule
2.5 of the City Code at a price that is 10 per cent.
greater than the then offer price of the Offers made
by Smiths News to acquire Dawson. The irrevocable
undertakings from Artemis and Henderson will otherwise
remain binding in all circumstances.
Details of the irrevocable undertaking from the Pension
Protection Fund are set out below.
Smiths News has also received an undertaking from
the Pension Protection Fund to accept (or procure
the acceptance of) the B Ordinary Offer in respect
of 25,623,586 B ordinary shares representing 100.0%
of the existing issued B ordinary share capital of
Dawson, details of which is set out below:
Number of B ordinary % of issued B ordinary
shares share capital
Pension Protection Fund 25,623,586 100.0%
The irrevocable undertakings from the Pension Protection
Fund will lapse if: (i) the Offer Document is not
posted by 5 July 2011 or such later time as may be
agreed by the Panel and in the case of a switch to
a scheme extended to 28 days after the date announcing
the change); (ii) if the Offers lapse or are withdrawn
(other than where such lapse or withdrawal is because
of a change to a scheme) or (iii) if any third party
offer for Dawson is announced in accordance with Rule
2.5 of the City Code at a price that is 5 per cent.
greater than the then offer price of the Offers made
by Smiths News to acquire Dawson. The irrevocable
undertakings from the Pension Protection Fund will
otherwise remain binding in all circumstances.
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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:
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None.
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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"
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None
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(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"
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None
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) No
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Supplemental Form 8 (SBL) No
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Date of disclosure: 7 June 2011
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Smiths News plc
Contact name: Nick Gresham
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Telephone number: +44 845 123 0000
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Oriel Securities Limited
David Arch
Contact name: Tunga Chigovanyika
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Telephone number: +44 20 7710 7600
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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
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