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 the disclosure: |
Kewill plc |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): |
|
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: |
Kewill plc |
(d) Is the party to the offer making the disclosure the offeror or the offeree? |
Offeree |
(e) Date position held: |
28 May 2010 |
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? |
NO |
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: |
N/A |
|||
Interests |
Short positions |
|||
Number |
% |
Number |
% |
|
(1) Relevant securities owned and/or controlled: |
Nil |
0.0 |
Nil |
0.0 |
(2) Derivatives (other than options): |
Nil |
0.0 |
Nil |
0.0 |
(3) Options and agreements to purchase/sell: |
Nil |
0.0 |
Nil |
0.0 |
TOTAL: |
Nil |
0.0 |
Nil |
0.0 |
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: |
Nil |
Details, including nature of the rights concerned and relevant percentages: |
Nil |
(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): |
Nil |
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 following directors hold positions in Kewill plc: |
Directors' Beneficial Interest in Shares
The beneficial interests of the Directors in the share capital of Kewill plc (the "Company"), as recorded in the register of the Company in accordance with the provisions of the Companies Act 2006 (as amended) are as follows:
|
Ordinary Shares |
|
of 1p each |
|
|
Andy Roberts (Non-Executive) |
171,230 |
Charles Alexander (Non-Executive) |
63,683 |
Paul Nichols |
310,000 |
Richard Gawthorne (acting Non-Executive Chairman) |
30,000 |
Interests in Share Options and Performance Share Plan (audited)
Details of the Directors' share options in Kewill plc are as follows:
|
Number |
Exercise |
Exercise period |
|
Name |
|
Price (p) |
from |
to |
|
|
|
|
|
Paul Nichols |
1,264,000 |
18.75 |
19 Aug 2005 |
18 Aug 2012 |
|
665,480 |
28.10 |
08 Jan 2006 |
07 Jan 2013 |
|
100,000 |
79.40 |
28 Jan 2007 |
27 Jan 2014 |
|
2,029,480 |
|
|
|
|
|
|
|
|
Details of the Directors' rights to shares under the Performance Share Plan are as follows:
Name |
31-Mar-10 |
Exercisable |
|
|
from |
|
|
|
Paul Nichols |
93,750 |
19 July 2010 |
|
93,750 |
13 Nov 2010 |
|
187,500 |
|
|
|
|
Karen Bach |
274,933 |
18 Aug 2012 |
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: |
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: |
None |
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) |
NO |
Supplemental Form 8 (SBL) |
NO |
| Date of disclosure: | 28 May 2010 |
| Contact name: | Tracey Trevorrow |
| Telephone number: | +44 (0) 1483 406 000 |
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.