Densitron Technologies PLC Form 8 (OPD) Densitron Technologies plc (9790A)
01 10월 2015 - 11:37PM
UK Regulatory
TIDMDSN TIDMQXT
RNS Number : 9790A
Densitron Technologies PLC
01 October 2015
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: Densitron Technologies plc ("Densitron")
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(b) Owner or controller of interests and short positions disclosed, if
different from 1(a):
The naming of nominee or vehicle companies is insufficient
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(c) Name of offeror/offeree in relation to whose relevant securities this Densitron
form relates:
Use a separate form for each party to the offer
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(d) Is the party to the offer making the disclosure the offeror or the Offeree
offeree?
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(e) Date position held: 24 September 2015
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(f) Has the party previously disclosed, or is it today disclosing, under No
the Code in respect
of any other party to this offer?
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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: Ordinary Shares of 1p each
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Interests Short positions
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Number % Number %
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(1) Relevant securities owned and/or controlled: - - - -
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(2) Derivatives (other than options): - - - -
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(3) Options and agreements to purchase/sell: - - - -
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- - - -
TOTAL:
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(b) Rights to subscribe for new securities
None
(c) Irrevocable commitments
Details of any irrevocable commitments 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):
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Definitions used in this disclosure are taken from the Rule 2.7 announcement issued by Densitron
on 25 September 2015 (the "Announcement").
Quixant plc has received irrevocable undertakings to accept (or procure acceptance of, as
the case may be) the Offer in respect of the following Densitron Shares:
Directors
The Densitron Directors have given irrevocable undertakings in relation to the Proposals as
follows: Name of Densitron Number of Densitron Percentage Percentage of
Director Shares to which of Densitron's Densitron Shares
undertaking existing issued entitled to
relates* ordinary share vote at the
capital* Court Meeting*
Grahame Falconer 442,612 0.64% 0.64%
Tim Pearson 94,516 0.14% 0.14%
John Farrell** 11,509,675 16.64% 16.64%
Total 12,046,803 17.42% 17.42%
* assuming that no Densitron Shares are issued prior to the Court Meeting pursuant to the
Scheme.
* * relevant securities held in the name of CGWL Nominees Limited as nominee for Sterling
Property Trust Limited
These irrevocable undertakings include undertakings in respect of their stated beneficial
holdings of Densitron Shares:
(i) to cast, or, where applicable, procure the casting of, all voting rights attaching to
such Densitron Shares in favour of any resolutions required to give effect to the Scheme at
the General Meeting or the Court Meeting;
(ii) if Quixant exercises its right to structure the Acquisition as a Takeover Offer, to accept
or procure the acceptance of such Offer; and
(iii) not to accept any offer made or proposed to be made in respect of the Densitron Shares
by any person other than Quixant, or, where applicable, to procure that no such offer is accepted.
These irrevocable undertakings would have ceased to be binding if the Announcement had not
been released by 5.00 p.m. (London time) on 2 October 2015 or such later date as Quixant and
Densitron had agreed.
Institutional and other Densitron Shareholders
The following Densitron Shareholders have given irrevocable undertakings in relation to the
Acquisition and Scheme as follows:
Name of Densitron Number of Densitron Percentage Percentage
Shareholder Shares to which of Densitron's of Densitron
undertaking existing issued Shares entitled
relates ordinary share to vote at
capital ** the Court
Meeting**
Mr Peter Gyllenhammar
* 20,745,000 29.99% 29.99%
Mr Johan Claesson
and Mr Magnus Claesson
*** 4,406,308 6.37% 6.37%
Mr W and Mrs S
Campbell **** 3,300,000 4.77% 4.77%
TOTAL: 28,451,308 41.13% 41.13%
*beneficial owner of Peter Gyllenhammar AB held through
Chase Nominees
** assuming that no Densitron Shares are issued prior
to the Court Meeting pursuant to the Scheme.
*** as to 600,000 and 3,806,308 shares held respectively,
in each case through Chase Nominees
**** held through Barclayshare Nominees Limited
The undertakings and the numbers referred to in this table refer only to those Densitron Shares
to which the relevant Densitron Shareholder is beneficially entitled and any share such Densitron
Shareholder is otherwise able to control the exercise of in terms of the rights attaching
to such share, including the ability to procure the transfer of such share (assuming that
no Densitron Shares are issued prior to the Court Meeting pursuant to the Densitron Scheme).
These irrevocable undertakings include undertakings from the relevant Densitron Shareholder
in respect of their entire beneficial holdings of Densitron Shares and any Densitron Shares
which they are otherwise able to control the exercise of in terms of the rights attaching
to such share, including the ability to procure the transfer of such share:
(i) to cast, or, where applicable, procure the casting of, all voting rights attaching to
such Densitron Shares in favour of any resolutions in favour of the Scheme or required to
give effect to the Scheme at the General Meeting or the Court Meeting;
(ii) if Quixant exercises its right to structure the Acquisition as a Takeover Offer, to accept
or procure the acceptance of such Offer; and
(iii) not to accept any offer made or proposed to be made in respect of the Densitron Shares
by any person other than Quixant.
These irrevocable undertakings would have ceased to be binding if the Announcement had not
been released by 5.00 p.m. (London time) on 2 October 2015.
The irrevocable undertakings from each of Grahame Falconer, Tim Pearson and John Farrell,
shall lapse and cease to be binding if (i) the Offer is not made (by publication of the Offer
Document or Scheme Document, as the case may be) on substantially the terms and conditions
set out or referred to in the Announcement (and/or such other terms and conditions as may
be agreed by the Company and Offeror and/or required by the Code and/or the requirements of
the London Stock Exchange) by the date which is 28 days from the date of the Announcement
(or such later date as the Panel may permit); or (ii) the Offer does not become effective,
lapses, is withdrawn or otherwise becomes incapable of ever becoming effective, as the case
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October 01, 2015 10:36 ET (14:36 GMT)
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