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 Sword Aquila Limited (Sword
the disclosure: Aquila)
(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 Active Risk 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: 11 July 2013
(f) Has the party previously disclosed, or is NO
it today disclosing, under the Code in respect
of any other party to this offer? If YES, specify which:
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 Nil 0 Nil 0
securities owned
and/or controlled:
(2) Derivatives Nil 0 Nil 0
(other than
options):
(3) Options and Nil 0 Nil 0
agreements to
purchase/sell:
TOTAL: Nil 0 Nil 0
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 None
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):
Active Risk Directors
The Active Risk Directors name below have given irrevocable undertakings to
vote (or procure the vote) in favour of the Acquisition as follows:
Number of % of Active
Active Risk Risk Shares
Name Shares in issue
Lynton Barker 556,250 1.67
Andrew Darby 50,000 0.15
Alastair Gordon 78,125 0.23
Total 684,375 2.05
These irrevocable undertakings include undertakings from the Active Risk
Directors in respect of their entire holdings of Active Risk Shares:
(i) to vote or procure the vote in favour of the Scheme at the Court Meeting
and the Special Resolutions at the General Meeting; and
(ii) if Sword Aquila exercises its right to structure the Acquisition as a
Takeover Offer, to accept or procure the acceptance of such Takeover Offer.
These irrevocable undertakings are conditional upon:
(i) the publication of this Announcement by not later than 8.00 a.m. on 11 July
2013 (or such later date as the Company and Sword Aquila may agree; and
(ii) the publication of the Scheme Document within 28 days of the date of the
publication of this Announcement or such later time as may be agreed by the
Panel; and
(iii) the Scheme becoming Effective (or a Takeover Offer, as applicable,
becoming wholly unconditional) on or before the date being 185 days following
the date of this Announcement; and
(iv) no person other than Sword Aquila or any person acting in concert with
Sword Aquila announcing prior to the date on which the Active Risk Shareholders
are required to vote in favour of the Scheme a firm intention (in accordance
with Rule 2.7 of the Code) to make an offer (within the meaning of the Code),
which is not the subject of pre-conditions, to acquire all the equity share
capital of Active Risk, other than that already owned by the person making such
offer, on terms which represent an improvement of 15 per cent. or more on the
value of the consideration offered under the Acquisition
These irrevocable undertakings will cease to be binding if:
(i) the Scheme does not become Effective, or lapses, in accordance with its
terms; or
(ii) the Scheme is withdrawn (and Sword Aquila does not, at the same time and
with the consent of the Panel, publicly announce that it will implement the
Acquisition by means of a Takeover Offer) or any competing offer is made which
is declared wholly unconditional or otherwise becomes effective.
Other Irrevocable Undertakings
Sword Aquila has received irrevocable undertakings to vote (or procure the
vote) in favour of the Acquisition as follows from the following holder or
controller of Active Risk Shares:
Number of % of Active
Active Risk Risk Shares
Name Shares in issue
Richard Higgs 4,000,000 12.00
This irrevocable undertaking is conditional upon:
(i) the publication of this Announcement by not later than 8.00 am on 11 July
2013 (or such later date as the Company and Sword Aquila may agree; and
(ii) the publication of the Scheme Document within 28 days of the date of the
publication of this Announcement or such later time as may be agreed by the
Panel; and
(iii) the Scheme becoming Effective (or a Takeover Offer, as applicable,
becoming wholly unconditional) on or before the date being 185 days following
the date of this Announcement; and
(iv) no person other than Sword Aquila or any person acting in concert with
Sword Aquila announcing prior to the date on which the Active Risk Shareholders
are required to vote in favour of the Scheme a firm intention (in accordance
with Rule 2.7 of the Code) to make an offer (within the meaning of the Code),
which is not the subject of pre-conditions, to acquire all the equity share
capital of Active Risk, other than that already owned by the person making such
offer, on terms which represent an improvement of 10 per cent. or more on the
value of the consideration offered under the Acquisition
This irrevocable undertaking will cease to be binding if:
(i) the Scheme does not become Effective, or lapses, in accordance with its
terms; or
(ii) the Scheme is withdrawn (and Sword Aquila does not, at the same time and
with the consent of the Panel, publicly announce that it will implement the
Acquisition by means of a Takeover Offer) or any competing offer is made which
is declared wholly unconditional or otherwise becomes effective.
Letters of intent
Sword Aquila has received letters of intent to vote (or to procure the voting)
in favour of the Scheme at the Court Meeting from the following holders or
controllers of Active Risk Shares:
Number of % of Active
Active Risk Risk Shares
Name Shares in issue
Harwood Capital Management LLP 4,885,506 14.65
Sanne Trust Company Limited in its capacity as trustee
of the Active Risk Group plc Employee Benefit Trust 1,429,489 4.29
Total 6,314,995 18.94
In the event that either (i) the Scheme Document is not published within 28
days of the date of the publication of this Announcement or (ii) the Scheme
does not become Effective on or before the date being 185 days following the
date of this Announcement the letters of intent shall lapse.
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: 11 July 2013
Contact name: Richard Tall
Telephone number: 020 3465 4200
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.