TIDMKWL
RNS Number : 2290F
Kestrel Bidco Limited
12 June 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 Kestrel Bidco Limited, a company indirectly wholly owned
disclosure: by STG IV, L.P., a fund managed by
STG IV GP, L.P.
---------------------------------------------------------- ----------------------------------------------------------
(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 whose relevant Kewill plc
securities this form relates:
Use a separate form for each party to the offer
---------------------------------------------------------- ----------------------------------------------------------
(d) Is the party to the offer making the disclosure the OFFEROR
offeror or the offeree?
---------------------------------------------------------- ----------------------------------------------------------
(e) Date position held: 12 June 2012
---------------------------------------------------------- ----------------------------------------------------------
(f) Has the party previously disclosed, or is it today NO
disclosing, under the Code in respect
of any other party to this offer?
---------------------------------------------------------- ----------------------------------------------------------
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 securities owned and/or controlled: NIL NIL NIL NIL
------------------------------------------------- ------- ---- ----------- -----
(2) Derivatives (other than options): NIL NIL NIL NIL
------------------------------------------------- ------- ---- ----------- -----
(3) Options and agreements to purchase/sell: NIL NIL NIL NIL
------------------------------------------------- ------- ---- ----------- -----
NIL NIL NIL NIL
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: NONE
---------------------------------------------------------------------------- -----
Details, including nature of the rights concerned and relevant percentages: 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 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):
----------------------------------------------------------------------------------------------------------------------
Name of Shareholder Number of Kewill plc shares over % of Kewill plc issued ordinary share
which irrevocable commitment has capital
been given
--------------------------------------- ------------------------------------- --------------------------------------
Aviva Investors Global Services
Limited 4,520,077 4.97%
--------------------------------------- ------------------------------------- --------------------------------------
Henderson Global Investors Limited 1,040,274 1.14%
--------------------------------------- ------------------------------------- --------------------------------------
Herald Investment Management Limited 2,194,567 2.41%
--------------------------------------- ------------------------------------- --------------------------------------
Total 7,754,918 8.52%
--------------------------------------- ------------------------------------- --------------------------------------
The irrevocable undertaking received from Aviva will cease to be
binding:
(a) in the event of a competing offer for Kewill, the value of
which exceeds the value of the Acquisition by 10 per cent. or
more;
(b) if the Scheme Document or formal document containing the
Offer (as applicable) has not been posted within 28 days of the
date of the Rule 2.7 announcement or within such longer period as
Bidco and Kewill may, with the consent of the Panel, determine;
(c) if the Scheme or Offer lapses or is withdrawn without
becoming (as applicable) effective or unconditional in all
respects;
(d) in the event the Acquisition is carried out by way of an
Offer, on the expiry of 14 days from the date on which the Offer
becomes unconditional or such longer period, up to a maximum of 2
months, specified in the formal document containing the Offer over
which the Offer remains open for acceptance;
(e) if Aviva are required to withdraw their undertaking by any
court or competent regulator; or
(f) if there is a material change in the information relating to
the Acquisition upon which Aviva's decision to provide their
undertaking was based and Aviva deem it necessary to revoke their
undertaking as a result thereof.
The irrevocable undertaking received from Henderson will cease
to be binding:
(a) if the Scheme Document has not been posted within 28 days of
the date of the Rule 2.7 announcement or within such longer period
as Bidco and Kewill may, with the consent of the Panel, determine
(save that if Bidco elects to proceed by way of an Offer under the
Code then such date shall be extended to the date which is 28 days
after the date of any announcement announcing the change in
structure of the Acquisition);
(b) if the Scheme does not become effective by the long stop
date set out in the Rule 2.7 announcement (other than in
circumstances where Bidco has, prior to such date, elected to
proceed by way of an Offer and announced the same in accordance
with the requirements of Paragraph 8 of Appendix 7 to the Code and
such Offer has not lapsed or been withdrawn); or
(c) in the event of a competing offer for Kewill, the value of
which exceeds the value of the Acquisition by 10 per cent. or
more.
The irrevocable undertaking received from Herald will cease to
be binding:
(a) if the Scheme Document has not been posted within 28 days of
the date of the Rule 2.7 announcement or within such longer period
as Bidco and Kewill may, with the consent of the Panel, determine
(save that if Bidco elects to proceed by way of an Offer under the
Code then such date shall be extended to the date which is 28 days
after the date of any announcement announcing the change in
structure of the Acquisition);
(b) if the Scheme does not become effective by the long stop
date set out in the Rule 2.7 announcement (other than in
circumstances where Bidco has, prior to such date, elected to
proceed by way of an Offer and announced the same in accordance
with the requirements of Paragraph 8 of Appendix 7 to the Code and
such Offer has not lapsed or been withdrawn); or
(c) in the event of a competing offer for Kewill, the value of
which exceeds the value of the Acquisition by 10 per cent. or
more.
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
It has not been practicable for Kestrel Bidco Limited to make enquiries of all of its concert
parties in advance of releasing this Opening Position Disclosure and therefore this Opening
Position Disclosure does not include all relevant details in respect of Kestrel Bidco Limited's
concert parties
Kestrel Bidco Limited confirms that a further disclosure in accordance with Rule 8.1(a) and
Note 2(a)(i) on Rule 8 of the Code will be made as soon as possible, if required
-------------------------------------------------------------------------------------------------
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
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
------------------------------------- ---
Supplemental Form 8 (SBL) NO
------------------------------------- ---
Date of disclosure: 12 June 2012
--------------------- --------------------
Contact name: Paul Lewington
--------------------- --------------------
Telephone number: +44 (0)20 8939 2837
--------------------- --------------------
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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