Form 8 (OPD) Psion PLC
26 Giugno 2012 - 4:00PM
UK Regulatory
TIDMPON
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: Psion
PLC
(b) Owner or controller of interests and short positions disclosed, if n/a
different from 1(a):
The naming of nominee or vehicle companies is insufficient
(c) Name of offeror/offeree in relation to whose relevant securities Psion
this form relates: PLC
Use a separate form for each party to the offer
(d) Is the party to the offer making the disclosure the offeror or the OFFEREE
offeree?
(e) Date position held: 26 June
2012
(f) Has the party previously disclosed, or is it today disclosing, NO
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 relevant security:
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: -- -- -- --
(2) Derivatives (other than options): -- -- -- --
(3) Options and agreements to purchase/sell: -- -- -- --
-- -- -- --
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: None
Details, including nature of the rights concerned and relevant None
percentages:
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):
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 of any person
acting in concert with the party to the offer making the disclosure:
3.1 Shares held by the directors of Psion plc
Director Number of shares held % Interest
John Hawkins 17,241 0.01
John Conoley 20,334 0.01
Ross Graham 71,354 0.05
Stuart Cruickshank 11,000 0.01
Michael O'Leary 34,000 0.02
3.2 Shares held in trust
Ross Graham is also the registered holder of 95,465 ordinary shares of 15 pence
in Psion (0.07% interest), which are held in trust by the Ross Graham
Discretionary Trust. Ross Graham is a trustee of the Ross Graham Discretionary
Trust but he is not the beneficiary of the trust.
3.3 Rights to subscribe in Psion plc
Psion Portfolio Long-Term Share Plan
John Conoley
Grant date Number of shares Exercise price Exercise period
25 March 2010 595,910 0 25/03/2013 - 24/03/2020
25 March 2010 794,547 88 25/03/2013 - 24/03/2020
24 March 2011 188,889 0 24/03/2014 - 23/03/2021
24 March 2011 377,778 90 24/03/2014 - 23/03/2021
22 March 2012 314,815 0 22/03/2015 - 21/03/2022
22 March 2012 314,815 54 22/03/2015 - 21/03/2022
Total 2,586,754
Adrian Colman
Grant date Number of shares Exercise price Exercise period
13 May 2011 372,819 94.55 13/05/2014 - 12/05/2021
22 March 2012 652,778 0 22/03/2015 - 21/03/2022
Total 1,025,597
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: 26 June 2012
Contact name: Louise Meads
Telephone number: +44 (0) 20 7025 6862
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 .
END
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