Form 8 (OPD) - Rock Solid Images (1144B)
11 4월 2012 - 6:40PM
UK Regulatory
TIDMRSI
RNS Number : 1144B
Rock Solid Images plc
11 April 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 making the disclosure: Rock Solid Images PLC
(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 form relates: Rock Solid Images PLC
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: 10 April 2012
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(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect NO
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
Interests Short positions
----------------- ------------------
Number % Number %
------------ --- --------------
(1) Relevant securities owned and/or controlled: n/a n/a
------------ --- --------------
(2) Derivatives (other than options): n/a n/a
------------ --- --------------
(3) Options and agreements to purchase/sell: n/a n/a
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n/a n/a
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 exists: n/a
Details, including nature of the rights concerned and relevant percentages: n/a
----
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):
n/a
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:
Director shareholdings As a % of
total issued
Share Holding share capital
Keith Lough 550,000 0.35%
Alan Faichney 125,000 0.08%
Peter Reilly 1,705,000 1.08%
Richard Cooper 323,306 0.20%
Lucy MacGregor 1,064,686 0.67%
Bob Auckland 325,000 0.21%
4,092,992 2.59%
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Richard Cooper has the following share options and share awards:
A share award of 570,859 Ordinary Shares at an award price of 1 pence subject to performance
conditions which are required to be met by 30 November 2012
Options over 2,750,000 Ordinary Shares at an exercise price of 6 pence with an earliest exercise
date of 28 February 2012 and an expiry date of 28 February 2021
Lucy MacGregor has the following share options and share awards:
Options over 141,031 Ordinary Shares at an exercise price of 29.81 pence with an earliest
exercise date of 1 December 2004 and an expiry date of 30 November 2013.
A share award of 339,030 Ordinary Shares at an award price of 1 pence subject to performance
conditions which are required to be met by 30 November 2012
Options over 1,750,000 Ordinary Shares at an exercise price of 6 pence with an earliest exercise
date of 28 February 2012 and an expiry date of 28 February 2021
Bob Auckland has the following share options and share awards:
A share award of 354,519 Ordinary Shares at an award price of 1 pence subject to performance
conditions which are required to be met by 30 November 2012
Options over 1,750,000 Ordinary Shares at an exercise price of 6 pence with an earliest exercise
date of 28 February 2012 and an expiry date of 28 February 2021
Current Substantial Shareholders (>20%)
Euro Trans Skips AS
39,223,865 Ordinary Shares of 1p each
Representing c. 24.82% of the current issued share capital
Euro Trans Skips AS is also deemed to acting in concert with Sector Omega ASA (and its affiliates)
In aggregate the Concert party holds 58,260,412 Ordinary Shares of 1p each
Representing c. 36.83% of the current issued share capital
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
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Date of disclosure: 11 April 2012
Contact name: Bob Auckland
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Telephone number: 07919 490911
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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
END
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