Form 8 (OPD) Melorio PLC
24 Maggio 2010 - 12:00PM
UK Regulatory
TIDMPSON TIDMMLO
RNS Number : 4148M
Pearson PLC
24 May 2010
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 | Pearson |
| | of the | plc |
| | party to | |
| | the | |
| | offer | |
| | making | |
| | the | |
| | disclosure: | |
+--------+-----------------+---------+
| (b) | Owner | n/a |
| | or | |
| | controller | |
| | of | |
| | interests | |
| | and short | |
| | positions | |
| | disclosed, | |
| | if | |
| | different | |
| | from 1(a): | |
+--------+-----------------+---------+
| (c) | Name | Melorio |
| | of | plc |
| | offeror/offeree | |
| | in relation to | |
| | whose relevant | |
| | securities this | |
| | form relates: | |
+--------+-----------------+---------+
| (d) | Is the | OFFEROR |
| | party | |
| | to the | |
| | offer | |
| | making | |
| | the | |
| | disclosure | |
| | the | |
| | offeror or | |
| | the | |
| | offeree? | |
+--------+-----------------+---------+
| (e) | Date | 24th |
| | position | May |
| | held: | 2010 |
+--------+-----------------+---------+
| (f) | Has | No |
| | the | |
| | party | |
| | previously | |
| | disclosed, | |
| | or is it | |
| | today | |
| | disclosing, | |
| | under the | |
| | Code in | |
| | respect of | |
| | any other | |
| | party to | |
| | this offer? | |
+--------+-----------------+---------+
+--+---------------------------------------------+
| 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 | 10p ordinary shares |
| relevant | |
| security: | |
+-------------------------+--------------------------------------+
| | Interests | Short positions |
| | | |
+ +--------------------+-----------------+
| | Number | % | Number | % |
+-------------------------+-----------+--------+--------+--------+
| (1) | Relevant | 4,683,335 | 11.88 | | |
| | securities | | | | |
| | owned | | | | |
| | and/or | | | | |
| | controlled: | | | | |
+--------+----------------+-----------+--------+--------+--------+
| (2) | Derivatives | | | | |
| | (other than | | | | |
| | options): | | | | |
+--------+----------------+-----------+--------+--------+--------+
| (3) | Options | | | | |
| | and | | | | |
| | agreements | | | | |
| | to | | | | |
| | purchase/sell: | | | | |
+--------+----------------+-----------+--------+--------+--------+
| TOTAL: | 4,683,335 | 11.88 | | |
+--------+----------------+-----------+--------+--------+--------+
The Melorio relevant securities now owned and/or controlled by Pearson include
the 3,802,710 Melorio Shares in respect of which Schroders had granted and
irrevocable undertaking and call option to Pearson. Pearson exercised the
option on around 3 p.m. on 21 May 2010 after the Offer Document was posted and
after the Offer had been made. At the same time, Pearson acquired a further
880,625 Melorio Shares from Schroders.
+--------+----------------+-----------+--------+--------+--------+
| Class of | Offeree warrants |
| relevant | |
| security: | |
+-------------------------+--------------------------------------+
| | Interests | Short positions |
| | | |
+ +--------------------+-----------------+
| | Number | % | Number | % |
+-------------------------+-----------+--------+--------+--------+
| (1) | Relevant | | | | |
| | securities | | | | |
| | owned | | | | |
| | and/or | | | | |
| | controlled: | | | | |
+--------+----------------+-----------+--------+--------+--------+
| (2) | Derivatives | | | | |
| | (other than | | | | |
| | options): | | | | |
+--------+----------------+-----------+--------+--------+--------+
| (3) | Options | 3,459,500 | 100% | | |
| | and | | | | |
| | agreements | | | | |
| | to | | | | |
| | purchase/sell: | | | | |
+--------+----------------+-----------+--------+--------+--------+
| TOTAL: | 3,459,500 | 100% | | |
+--------+----------------+-----------+--------+--------+--------+
+--+---------------------------------------------+
| (b)| Rights to subscribe for new securities |
+--+---------------------------------------------+
+--------------+--------+
| Class | |
| of | |
| relevant | |
| security | |
| in | |
| relation | |
| to which | |
| subscription | |
| right | |
| exists: | |
+--------------+--------+
| Details, | |
| including | |
| nature of | |
| the | |
| rights | |
| concerned | |
| and | |
| relevant | |
| percentages: | |
+--------------+--------+
+--+---------------------------------------------+
| (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): |
+------------------------------------------------+
Directors' Irrevocable Undertakings
Pearson has received irrevocable undertakings from the directors of Melorio to
accept the Offer (or procure that the Offer be accepted) in respect of their
entire beneficial holdings of Melorio Shares, amounting in aggregate to
2,658,220 Melorio Shares, representing approximately 6.7 per cent. of Melorio's
existing issued share capital. The directors who have given irrevocable
undertakings are as follows:
+-----------+-----------------+------------------+
| | Number of | Per cent. of |
| | Melorio Shares | issued share |
| | | capital |
+-----------+-----------------+------------------+
| | | |
+-----------+-----------------+------------------+
| Hugh | 280,000 | 0.71 per cent. |
| Aldous | | |
+-----------+-----------------+------------------+
| George | 1,726,470 | 4.38 per cent. |
| Anderson | | |
+-----------+-----------------+------------------+
| Adrian | 218,000 | 0.55 per cent. |
| Carey | | |
+-----------+-----------------+------------------+
| Bob Fryer | 4,500 | 0.01 per cent. |
+-----------+-----------------+------------------+
| Alex | 273,000 | 0.69 per cent. |
| Sheffield | | |
+-----------+-----------------+------------------+
| Helen | 156,250 | 0.40 per cent. |
| Smith | | |
+-----------+-----------------+------------------+
| | | |
+-----------+-----------------+------------------+
| Total | 2,658,220 | 6.74 per cent. |
+-----------+-----------------+------------------+
Such directors have also undertaken that if, following this announcement, the
Acquisition is implemented by means of a scheme of arrangement (within the
meaning of Part 26 of the Act) instead of by way of the Offer, they will vote in
favour of such Scheme in respect of their Melorio Shares. The undertakings
shall only lapse if the Offer Document has not been published within 28 days of
the date of this announcement (or such later time as may be agreed between
Pearson and Melorio with the consent of the Panel and the relevant director); if
Pearson announces, with the consent of the Panel, that it does not intend to
make or proceed with the Acquisition, and no new, revised or replacement Offer
or Scheme is announced at the same time; or if the Offer, lapses or is withdrawn
without becoming unconditional in all respects and no new, revised or
replacement offer has been announced in its place or is announced at the same
time.
Other Melorio Shareholders Irrevocable Undertakings
Pearson has also received, and still holds, irrevocable undertakings from
certain other Melorio Shareholders in respect of their entire holdings of
13,220,159 Melorio Shares, representing approximately 33.5 per cent. of
Melorio's existing issued share capital. The Melorio Shareholders who have
given irrevocable undertakings are as follows:
+---------------------+--------------+-----------+
| | Number of | Per cent. |
| | Melorio | of issued |
| | Shares | share |
| | | capital |
+---------------------+--------------+-----------+
| | | |
+---------------------+--------------+-----------+
| Marwyn Investment | 9,000,000 | 22.83 per |
| Management LLP | | cent. |
| ("Marwyn") | | |
+---------------------+--------------+-----------+
| Gartmore Investment | 2,744,511 | 6.96 per |
| Limited | | cent. |
| ("Gartmore") | | |
+---------------------+--------------+-----------+
| Sandra Anderson | 1,420,589 | 3.60 per |
| | | cent. |
+---------------------+--------------+-----------+
| | | |
+---------------------+--------------+-----------+
| Keith Sheffield | 27,854 | 0.07 per |
| | | cent. |
+---------------------+--------------+-----------+
| | | |
+---------------------+--------------+-----------+
| Marion Sheffield | 27,211 | 0.07 per |
| | | cent. |
+---------------------+--------------+-----------+
| | | |
+---------------------+--------------+-----------+
| Total | 13,220,159 | 33.54 per |
| | | cent. |
+---------------------+--------------+-----------+
The undertaking given by Marwyn will lapse if Pearson announces, with the
consent of the Panel, that it does not intend to make or proceed with the
Acquisition, and no new, revised or replacement Offer or Scheme is announced at
the same time; or if the Offer or Scheme lapses or is withdrawn without becoming
unconditional in all respects and no new, revised or replacement offer or scheme
has been announced in its place or is announced at the same time.
The undertakings given by Gartmore will lapse in the same circumstances
described above in relation to the irrevocable undertaking from Marwyn, or if a
third party announces a proposal to acquire the entire issued and to be issued
share capital of Melorio, such proposal provides for consideration of no less
value than 259 pence per Melorio Share and Pearson does not increase the
consideration to be paid for the Melorio Shares pursuant to the Acquisition to
an amount not less than 259 pence per Melorio Share within five days of the date
of the competing announcement.
The undertakings from Sandra Anderson, Keith Sheffield and Marion Sheffield will
lapse in the same circumstances described above in relation to irrevocable
undertakings from the directors of Melorio. Accordingly, Pearson has received
irrevocable undertakings on the terms set out above in respect of an aggregate
of 15,878,379 Melorio Shares representing, in aggregate, approximately 40.3 per
cent. of Melorio's existing issued ordinary share capital.
+--+---------------------------------------------+
| 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 |
+-------------+
+--+---------------------------------------------+
| 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: |
+----------------+
| |
| 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: |
+------+---------------------------------------------+
| None |
+------+---------------------------------------------+
+--+---------------------------------------------+
| (c)| Attachments |
+--+---------------------------------------------+
Are any Supplemental Forms attached?
+--------------+--------+
| Supplemental | Yes |
| Form 8 (Open | |
| Positions) | |
+--------------+--------+
| Supplemental | No |
| Form 8 (SBL) | |
+--------------+--------+
+-------------+-----------+
| Date | 24 May |
| of | 2010 |
| disclosure: | |
+-------------+-----------+
| Contact | Ian |
| name: | Mombru, |
| | Lazard |
| | & Co, |
| | Ltd |
+-------------+-----------+
| Telephone | +44 |
| number: | (0)20 |
| | 7187 2682 |
+-------------+-----------+
Note that defined terms in this form have the same meaning as in the
announcement of Pearson's recommended cash offer for Melorio on 19 May 2010
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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