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RNS Number : 2721B
ITWP Acquisitions Limited
15 February 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 making ITWP Acquisitions Limited
the disclosure:
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(b) Owner or controller of interests and Verlinvest SA
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 to Toluna plc
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 the OFFEROR
disclosure the offeror or the offeree?
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(e) Date position held: 15 February 2011
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(f) Has the party previously disclosed, or is NO
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
Ordinary 1p Shares
Class of relevant security: ISIN GB00B073PB75
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Interests Short positions
-------------------------------------- ------------------ ------------------
Number % Number %
-------------------------------------- ---------- ------ ------------- ---
(1) Relevant securities owned
and/or controlled: 7,266,667 14.38
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(2) Derivatives (other than
options):
-------------------------------------- ---------- ------ ------------- ---
(3) Options and agreements to
purchase/sell:
-------------------------------------- ---------- ------ ------------- ---
TOTAL: 7,266,667 14.38
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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
right exists:
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Details, including nature of the rights concerned
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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The following holders of ToLuna Shares have given
irrevocable undertakings: (i) to vote in favour of
the Scheme and the resolutions to be proposed at the
Court Meeting and the ToLuna General Meeting, including
the vote under Rule 16.2; and (ii) if the Acquisition
is subsequently structured as an Offer, to accept
any such offer made by ITWP:
Percentage of issued
Percentage share capital
of issued excluding shares
share held by Verlinvest
Number of capital of and Frederic-Charles
Name shares ToLuna Petit
ToLuna
Shareholders
Invesco 15,041,619 29.8% 38.6%
Eurovestech 14,907,917 29.5% 38.2%
Non-executive
directors
Richard
Bernstein 100,000 0.2% 0.3%
Perry
Crosthwaite 71,428 0.1% 0.2%
Total 30,120,964 59.6% 77.3%
The commitments to vote in favour of the resolutions
relating to the Acquisition at the Meetings may only
be revoked if a third party bidder makes an offer
to all ToLuna Shareholders to acquire their ToLuna
Shares which, in the case of Invesco, represents an
overall improvement to the terms of the Acquisition
(in Invesco's reasonable opinion) and, in the case
of Eurovestech, for a consideration in cash that exceeds
375 pence per ToLuna Share. The undertakings will
cease to be binding if the Acquisition lapses or is
withdrawn.
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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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As at 15 February 2011, Frederic-Charles Petit held
interests in 4,278,357 ToLuna Shares. In addition
Frederic-Charles Petit held options over 542,857 ToLuna
Shares, of which options over 276,190 were fully vested
and immediately exercisable. Further information about
these options can be found in Toluna's 2009 Annual
Report.
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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: 15 February 2011
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Contact name: Rafael Hulpiau
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Telephone number: + 32 2 626 98 70
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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
END
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