BT Group PLC BT.A BT OPD Form 8 in connection with Tikit offer

  BT Group PLC (BT.A) - BT OPD Form 8 in connection with Tikit offer

RNS Number : 1560R
BT Group PLC
14 November 2012
 



                                                                  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     British Telecommunications PLC
making 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 Tikit Group 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   OFFEROR
disclosure the offeror or the offeree?
(e) Date position held:                    14 November 2012
(f)  Has the party previously disclosed,   YES
or is it today disclosing, under the Code
in respect of any other party to this      If YES, specify which: Disclosure
offer?                                     made in Rule 2.7 announcement dated
                                           14 November 2012

 

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:  None        None
(2) Derivatives (other than options):             None        None
(3) Options and agreements to purchase/sell:      None        None
                                                  None        None

     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        None
exists:
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):
 

 

Name            Number of Tikit Shares Percentage of issued share capital of
                                       Tikit (excluding shares under option)
Mike McGoun^1                  537,253                                    3.65
David Lumsden^2                271,123                                    1.84
Mike Kent^3                     10,000                                    0.07
Simon Hill                     170,494                                    1.16
Nicholas Briant                  6,500                                    0.04
Neville Davis                   35,000                                    0.24

 

Notes:

 

1              The irrevocable undertaking given by Mike McGoun relates to
316,620 Tikit Shares beneficially owned by members of his immediate family.
All of the Tikit Shares which are the subject of the irrevocable undertaking
given by Mike McGoun are registered in the name of Fitel Nominees Limited.

2.             The irrevocable undertaking given by David Lumsden relates to
149,167 Tikit Shares beneficially owned by members of his immediate family and
registered in the name of Rock (Nominees) Limited. 37,298 Tikit Shares which
are the subject of the irrevocable undertaking given by David Lumsden are
registered in the name of Brewin Nominees Limited.

3.             The Tikit Shares the subject of the irrevocable undertaking
given by Mike Kent are registered in the name of Rock (Nominees) Limited.

 

Each irrevocable undertaking shall lapse on  the date falling 12 months  after 
the date of  the irrevocable undertaking,  and prior to  such date, if,  inter 
alia:

(a)        BT  announces, with  the consent  of the  Panel, that  it does  not 
intend to  proceed  with  the Scheme  and  no  Takeover Offer  or  revised  or 
replacement Scheme is announced in accordance with Rule 2.7 of the Code at the
same time;

(b)        the Scheme lapses or is withdrawn and no Takeover Offer or  revised 
or replacement Scheme has been announced,  in accordance with Rule 2.7 of  the 
Code, in its place or is announced,  in accordance with Rule 2.7 of the  Code, 
at the same time; and

(c)        BT announces publicly that it  is implementing the Offer by way  of 
the Takeover Offer and such Takeover Offer:

(i)            does  not become  wholly unconditional  on or  before the  date 
being six months following the publication of the offer document in respect of
such Takeover Offer; or

(ii)            closes or lapses.

 

 

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:
 

None

 

 

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: 14 November 2012
        Contact name:       Daniel Fitz, General Counsel

                            Damien Maltarp, Director, Investor Relations
        Telephone number:   0207 356 6279 (Daniel Fitz)

                            0207 356 4909 (Damien Maltarp)

                             

 

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
 
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FEEBLBDBUUBBGDS -0- Nov/14/2012 16:56 GMT