EMI Scheme, Director Holding, TVR and Rule 2.10


 

TIDMSHDP 
 
RNS Number : 1693U 
Shed Media PLC 
11 October 2010 
 

11 October 2010 
 
EMI Scheme, Director Holding, TVR and Rule 2.10 
 
Shed Media plc ("Shed" or the "Company") has today allotted and issued 533,736 
new ordinary shares of 0.1 pence each in the Company (the "Ordinary Shares") to 
satisfy the exercise of options granted under the EMI Scheme operated by Shed. 
 
It is currently expected that dealings in the Ordinary Shares on the London 
Stock Exchange ("LSE") will be suspended with effect from 7:00 a.m. (London 
time) on 12 October 2010 and that the cancellation of the admission to trading 
of Ordinary Shares on AIM will take place at 7:00 a.m. (London time) on 13 
October 2010. Shed has, therefore, made no application to the LSE for these new 
Ordinary Shares to be admitted to AIM. The new Ordinary Shares will, 
nevertheless, rank pari passu in all respects with the existing Ordinary Shares 
in issue. 
 
As part of the above transaction, Jonathon Kemp, a Director of the Company, has 
,using the cashless exercise facility offered by the Company to all option 
holders, exercised options over Ordinary Shares at the exercise prices  as 
follows: 
 
+---------------------+---------------------+---------------------+ 
| Director            |  Number of Ordinary |      Exercise Price | 
|                     |       Shares issued |                     | 
+---------------------+---------------------+---------------------+ 
| Jonathon Kemp       |              57,000 |             GBP0.01 | 
+---------------------+---------------------+---------------------+ 
| Jonathon Kemp       |             125,000 |             GBP0.88 | 
+---------------------+---------------------+---------------------+ 
 
As a result, Jonathon Kemp now owns 850,582 shares representing 0.96% of the 
Company's issued Ordinary Shares. 
 
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the 
"City Code"), the Company confirms that it has 88,884,308 Ordinary Shares in 
issue.  No Ordinary Shares are held in treasury.  Therefore, the total number of 
Ordinary Shares carrying voting rights in Shed is 88,884,308.  The UK ISIN code 
of these Ordinary Shares is GB00B05MGS05. 
 
The above figure (88,884,308 Ordinary Shares) may be used by shareholders as the 
denominator for the calculations by which they will determine if they are 
required to notify their interest in, or a change to their interest in, Shed 
under the FSA's Disclosure and Transparency Rules. 
 
Enquiries: 
 
+---------------------------------+---------------------------------+ 
| Shed Media plc                  |                                 | 
+---------------------------------+---------------------------------+ 
| Nick Southgate, Chief Executive | Tel: +44 (0)207 239 1010        | 
+---------------------------------+---------------------------------+ 
|                                 |                                 | 
+---------------------------------+---------------------------------+ 
| Altium Capital                  |                                 | 
+---------------------------------+---------------------------------+ 
| Ben Thorne / Melanie            | Tel: +44 (0)207 484 4187        | 
| Szalkiewicz                     |                                 | 
+---------------------------------+---------------------------------+ 
 
Disclosure Requirements 
 
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 
"interested" (directly or indirectly) in 1 per cent. or more of any class of 
"relevant securities" of an offeree or a paper offeror, that person must make an 
"Opening Position Disclosure" following the commencement of the "offer period" 
and, if later, following the announcement in which any paper offeror is first 
identified. 
 
An "Opening Position Disclosure" must contain details of the person's interests 
and short positions in, and rights to subscribe for, any "relevant securities" 
of each of (i) the offeree and (ii) the paper offeror. An "Opening Position 
Disclosure" by a person to whom Rule 8.3(a) applies must be made by no later 
than 3.30 p.m. (London time) on the 10th Business Day following the commencement 
of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London 
time) on the 10th Business Day following the announcement in which the paper 
offeror is first identified. Relevant persons who deal in the "relevant 
securities" of the offeree or of the paper offeror prior to the deadline for 
making an "Opening Position Disclosure" must instead make a "Dealing 
Disclosure". 
 
Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 
1 per cent. or more of any class of "relevant securities" of the offeree or of 
the paper offeror must make a "Dealing Disclosure" if the person deals in any 
"relevant securities" of the offeree or of the paper offeror. A "Dealing 
Disclosure" must contain details of the "dealing" concerned and of the person's 
interests and short positions in, and rights to subscribe for, any relevant 
securities of each of the offeree and the paper offeror, save to the extent that 
these details have previously been disclosed under Rule 8. A "Dealing 
Disclosure" by a person to whom Rule 8.3(b) applies must be made no later than 
3.30 p.m. (London time) on the Business Day following the date of the relevant 
dealing. 
 
If two or more persons act together pursuant to an agreement or understanding, 
whether formal or informal, to acquire an "interest" in "relevant securities" of 
the offeree, they will be deemed to be a single person for the purpose of Rule 
8.3 of the City Code. 
 
"Opening Position Disclosures" must also be made by the offeree and by the paper 
offeror and "Dealing Disclosures" must also be made by the offeree, by the paper 
offeror and by any persons acting in concert with any of them (see Rules 8.1, 
8.2 and 8.4 of the City Code). 
 
Details of the offeree and offeror companies in respect of whose relevant 
securities Opening Position Disclosures and Dealing Disclosures must be made can 
be found in the Disclosure Table on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk, including details of the number of relevant 
securities in issue, when the offer period commenced and when any offeror was 
first identified. If you are in any doubt as to whether you are required to make 
an Opening Position Disclosure or a Dealing Disclosure, you should contact the 
Panel's Market Surveillance Unit on +44 (0)20 7638 0129. 
 
Terms in quotation marks are defined in the City Code, which can also be found 
on the Panel's website. If you are in any doubt as to whether or not you are 
required to disclose a "dealing" under Rule 8 of the City Code, you should 
contact an independent financial adviser authorised under FSMA or consult the 
Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone 
number +44 (0)20 7638 0129. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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