TOL Toluna

 
TIDMTOL 
 
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  TOLUNA PLC 
the disclosure: 
 
(b) Owner or controller of interests and short 
positions disclosed, if different from 1(a): 
 
The naming of nominee or vehicle companies is 
insufficient 
 
(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 
 
(d) Is the party to the offer making the       OFFEREE 
disclosure the offeror or the offeree? 
 
(e) Date position held:                        17 FEBRUARY 2011 
 
(f) Has the party previously disclosed, or is  NO 
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 relevant security: 
 
                                     Interests           Short positions 
 
 
      Number             %        Number         % 
 
(1) Relevant            N/A         N/A         N/A     N/A 
securities owned 
and/or controlled: 
 
(2) Derivatives         N/A         N/A         N/A     N/A 
(other than 
options): 
 
(3) Options and         N/A         N/A         N/A     N/A 
agreements to 
purchase/sell: 
 
TOTAL:                  N/A         N/A         N/A     N/A 
 
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         None 
relation to which subscription right 
exists: 
 
Details, including nature of the      None 
rights concerned and relevant 
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: 
 
The directors of Toluna plc have the following beneficial interests in 
ordinary shares in the capital of Toluna plc: 
 
Name 
 
                                                             Number of shares 
 
                             Percentage of issued share capital of ToLuna plc 
 
Frédéric-Charles Petit 
 
                                                                    4,278,357 
 
                                                                         8.5% 
 
Richard Bernstein 
 
                                                                      100,000 
 
                                                                         0.2% 
 
Perry Crosthwaite 
 
                                                                       71,428 
 
                                                                         0.1% 
 
Eurovestech plc, which is deemed to be acting in concert with Toluna plc and 
of which Richard Bernstein is a director, has the following beneficial 
interest in ordinary shares in the capital of Toluna plc: 
 
Name 
 
                                                             Number of shares 
 
                             Percentage of issued share capital of ToLuna plc 
 
Eurovestech plc 
 
                                                                   14,907,917 
 
                                                                        29.5% 
 
The directors of Toluna plc have the following rights to subscribe for 
further ordinary shares in the capital of Toluna plc: 
 
                                                                       Number 
 
                                                                   of options 
 
Frédéric-Charles Petit* 
 
                                                                      542,857 
 
George Kynoch* 
 
                                                                       71,428 
 
Perry Crosthwaite* 
 
                                                                       71,428 
 
Simon Barrell* 
 
                                                                       67,567 
 
Further details of these options are set out in the Toluna plc Report and 
Accounts for the year ended 31 December 2009. 
 
* George Kynoch, Perry Crosthwaite and Simon Barrell, for the purposes of the 
Offer, are deemed to be acting in concert with the Offeree, being Toluna plc, 
and Frédéric-Charles Petit, for the purposes of the Offer, is deemed to be 
acting in concert with the Offeror. 
 
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:                    17 February 2011 
 
Contact name:                          Frédéric-Charles Petit 
 
Telephone number:                      00336 33 08 03 91 
 
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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