TIDMTIK
RNS Number : 6189V
Tikit Group PLC
15 January 2013
15 January 2013
RECOMMENDED CASH OFFER
for
TIKIT GROUP PLC
by
BRITISH TELECOMMUNICATIONS PLC
to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Exercise of Share Options and LTIPs
Tikit Group plc ("Tikit" or the "Company") announces that,
following the sanction by the Court of the Scheme, 694,569 ordinary
shares of 10 pence each in the Company have been allotted as a
result of the exercise of share options by employees (including
certain directors) (the "Shares"). Accordingly, application has
been made for the Shares to be admitted to trading on the AIM
Market of the London Stock Exchange which is expected to take place
on 16 January 2013.
In connection with the exercise of share options under the
Approved Schemes, the Tikit Group plc 2000 Enterprise Management
Incentive (EMI) Option Scheme (as amended) ("2000 EMI Plan"), the
Tikit Enterprise Management Incentive Plan 2008 (as amended) ("2008
EMI Plan") and the vesting of awards under the LTIP, the Board of
Tikit has been notified that the following directors received the
beneficial interest of and/or the legal interest in ordinary shares
in the Company as detailed below.
Director Number Number Number Number Number Total Resultant
of shares of shares of shares of shares of shares number holding
held on held on acquired acquired acquired of shares
trust by trust under under under acquired
the Tikit by the the 2008 2008 EMI the 2000 and/or
EBT to Tikit EMI Plan Plan at EMI Plan held by
satisfy EBT to at an an exercise at an the Tikit
LTIP awards satisfy exercise price exercise EBT
EMI Options price of 126.50p price
of 104.50p of 247.50p
David Lumsden 160,000 - - 150,000 - 310,000 581,123
------------- ------------- ------------ ------------- ------------ ----------- ----------
Mike Kent 130,000 42,037 - 57,963 - 230,000 240,000
------------- ------------- ------------ ------------- ------------ ----------- ----------
Simon Hill 120,000 - - - 100,000 220,000 390,494
------------- ------------- ------------ ------------- ------------ ----------- ----------
Neville
Davis - 25,000 - - 25,000 60,000
------------- ------------- ------------ ------------- ------------ ----------- ----------
In accordance with Rule 2.10 of the City Code on Takeovers and
Mergers, on admission, the issued share capital of the Company will
consist of 15,422,219 ordinary shares of 10 pence each with ISIN
GB0030494537. All of these shares carry voting rights of one vote
per share. The Company does not currently hold any shares in
treasury.
Words and expressions defined in the scheme document sent to
Tikit Shareholders on 21 November 2012 (the "Scheme Document")
shall, unless the context provides otherwise, have the same
meanings in this announcement.
Enquiries:
Tikit Group plc Tel: +44 (0) 20 7400
3737
Mike McGoun, Non-Executive Chairman
David Lumsden, Chief Executive Office
Mike Kent, Finance Director
Investec Bank plc (financial adviser, Tel: +44 (0) 20 7597
nominated adviser and broker to Tikit) 5000
Andrew Pinder
Junya Iwamoto
Carlton Nelson
Tavistock Communications (public relations Tel: +44 (0) 20 7920
adviser to Tikit) 3150
John West
Lulu Bridges
Investec Bank plc, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively for Tikit and no
one else in connection with the Acquisition and will not be
responsible to anyone other than Tikit for providing the
protections afforded to clients of Investec Bank plc nor for
providing advice in relation to the Acquisition or any other matter
or arrangement referred to in this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any paper offeror (being any offeror other
than an offeror in respect of which it has been announced that its
offer is, or is likely to be, solely in cash) 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 company and (ii) any paper offeror(s). 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 any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a 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 Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any 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 (i) the offeree company and
(ii) any 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 by 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 or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
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.
Publication on websites
Copies of this announcement and the Scheme Document are
available free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, at Tikit's website
at www.tikit.com/investors, up to and including the Effective
Date.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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