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 email@example.com. 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 RETBSGDRIXBBGDX -0- Jul/13/2012 14:42 GMT
Financiere Du Loch Form 8.3 - [Aegis Group PLC]
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