Financiere Du Loch Form 8.3 - [Aegis Group PLC]

  Financiere Du Loch - Form 8.3 - [Aegis Group PLC]

RNS Number : 6697H
Financiere Du Loch
13 July 2012


                                                                      FORM 8.3

                                      

           PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

    A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

                  Rule 8.3 of the Takeover Code (the "Code")

                                      

1. KEY INFORMATION



(a) Identity of the person whose                 Nord Sumatra Investissements;
positions/dealings are being disclosed:          Bolloré Participations;
                                                 Financière du Loch
(b) Owner or controller of interests and short   Mr. Vincent Bolloré
positions disclosed, if different from 1(a):

 The naming of nominee or vehicle companies
is insufficient
(c) Name of offeror/offeree in relation to whose Aegis Group plc
relevant securities this form relates:

 Use a separate form for each
offeror/offeree
(d) If an exempt fund manager connected with an
offeror/offeree, state this and specify identity
of offeror/offeree:
(e) Date position held/dealing undertaken:       12 July 2012
(f) Has the discloser previously disclosed, or  No
are they today disclosing, under the Code in
respect of any other party to this offer?



2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE



(a) Interests and short positions in the relevant securities of the
offeror or offeree to which the disclosure relates following the dealing (if
any)



Class of relevant security:                            Ordinary 5.5p


                                                Interests     Short positions

                                               Number     %     Number     %
(1) Relevant securities owned and/or          133,991,451 11.4
controlled:
(2) Derivatives (other than options):
(3) Options and agreements to purchase/sell:                   58,642,825  5.0
                                             133,991,451 11.4 58,642,825  5.0

 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).



(b) Rights to subscribe for new securities (including directors' and
other executive options)



Class of relevant security in relation to which subscription right exists:
Details, including nature of the 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.



3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE



(a) Purchases and sales



Class of relevant security Purchase/sale Number of securities Price per unit

                                 
Ordinary 5.5p              Sale          175,928,476          240p

                           



(b) Derivatives transactions (other than options)



Class of   Product              Nature of dealing             Number of  Price
relevant description                                          reference   per
security                e.g. opening/closing a long/short     securities unit
          e.g. CFD       position, increasing/reducing a
                               long/short position
         

         



(c) Options transactions in respect of existing securities



(i) Writing, selling, purchasing or varying



Class of   Product    Writing,   Number of  Exercise   Type    Expiry  Option
relevant description purchasing, securities  price              date   money
security  e.g. call   selling,    to which  per unit   e.g.            paid/
           option      varying     option            American,        received
                        etc.      relates            European         per unit
                                                       etc.



(ii) Exercising



 Class of relevant  Product description      Number of      Exercise price per
     security                               securities             unit
                     e.g. call option
                                                            

                                                            



(d) Other dealings (including subscribing for new securities)



 Class of relevant       Nature of dealing     Details   Price per unit (if
      security                                               applicable)
                        e.g. subscription,
                            conversion
                     

                     



The currency of all prices and other monetary amounts should be stated.



Where there have been dealings in  more than one class of relevant  securities 
of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d)  (as 
appropriate) for each additional class of relevant security dealt in.



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 person
making the disclosure and any party to the offer or any person acting in
concert with a party to the offer:

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 person making the disclosure 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



Is a Supplemental Form 8 (Open Positions) attached? YES





        Date of disclosure: 13 July 2012
        Contact name:       Cédric de Bailliencourt
        Telephone number:   00 33 1 46 96 48 97



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.

                                          SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

                                      

  DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR
                                  SELL ETC.

            Note 5(i) on Rule 8 of the Takeover Code (the "Code")

                                      



1. KEY INFORMATION



Identity of person whose open positions  Nord Sumatra Investissements; Bolloré
are being disclosed:                     Participations; Financière du Loch

                                         

                                         M. Vincent Bolloré (owner or
                                         controller of interests and short
                                         positions disclosed)
Name of offeror/offeree in relation to   Aegis Group plc
whose relevant securities the disclosure
relates:



2. OPTIONS AND DERIVATIVES



Class of   Product   Written or      Number of      Exercise    Type    Expiry
relevant description purchased  securities to which price per            date
security  e.g. call                  option or        unit      e.g.
           option               derivative relates            American,
                                                              European
                                                                etc.



3. AGREEMENTS TO PURCHASE OR SELL ETC.



Full details should be given  so that the nature  of the interest or  position 
can be fully understood:
Conditional acquisition of Aegis Group plc ordinary shares

Under a sale and purchase agreement (the "SPA") between Dentsu, Inc.
("Dentsu") and the entities in the Bolloré group (Financière du Loch, Bolloré
Participations and Nord Sumatra Investissements) (the "Bolloré Entities"),
Dentsu has agreed with the Bolloré Entities to purchase, subject to certain
conditions, an additional 58,642,825 Aegis Group plc ordinary shares (the
"Conditional Sale Shares") at a price of 240 pence per share (the "Conditional
Sale").

The obligations of the Bolloré Entities in relation to the Conditional Sale
are conditional upon:

- the satisfaction or waiver by Dentsu of the conditions in the announcement
of the offer by Dentsu for Aegis Group plc (the "Offer") relating to
Australian foreign investment approval and German merger control approval of
the Offer;

- completion of a firm sale of 175,928,476 Aegis Group plc ordinary shares by
the Bolloré Entities to Dentsu (the "Firm Sale") having occurred on 13 July
2012 in the manner set out in the SPA and completion of the sale of the
Conditional Sale Shares occurring in the manner set out in the SPA;

- the scheme document or, if Dentsu elects to implement the Offer by way of a
takeover offer as an alternative to the scheme, any offer document, being
posted within 28 days after the publication of the announcement in relation to
the Offer (or such longer period, being not more than 40 days, as the Takeover
Panel may agree) or such later date as any of the Bolloré Entities may agree;
and

- none of the obligations of Financière du Loch under a separate irrevocable
undertaking given by it to Dentsu having lapsed.

The obligations of the Bolloré Entities in relation to the Conditional Sale
under the SPA will lapse (except to the extent otherwise agreed in writing by
any of the Bolloré Entities on its own behalf or on behalf one of the others)
if completion of: (i) the Firm Sale has not occurred by 2.00 p.m. (London
time) on 13 July 2012 (or such later date as may be agreed); or (ii) the
Conditional Sale has not occurred by not later than 2.00 p.m. (London time) on
14 September 2012 (or on such later date as may be agreed).

Details of the Conditional Sale Shares subject to the SPA are set out below.

                       Number of Aegis Group plc        Percentage of existing
                       ordinary shares^1                issued share capital
Nord Sumatra           10                               0.0%
Investissements
Bolloré Participations 10                               0.0%
Financière du Loch     58,642,805                       5.0%
Total                  58,642,825                       5.0%
^1 such Aegis Group plc ordinary shares are subject to an irrevocable
undertaking until such time as the Conditional Sale closes















It is not necessary to provide details on a Supplemental Form (Open Positions)
with regard to contracts for differences ("CFDs") or spread bets.



The currency of all prices and other monetary amounts should be stated.



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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