OPD Opd Group

 

TIDMOPD 
 
RNS Number : 4433T 
Offerco Limited 
05 June 2009 
 
 
 
OFFER FOR OPD GROUP PLC 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR 
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE IT 
IS UNLAWFUL TO DO SO 
5 June 2009 
 
 
Recommended Cash Offer 
by 
Offerco Limited ("Offerco") 
for 
OPD Group plc ("OPD") 
 
 
Rule 8.4 disclosure 
Irrevocable undertakings to accept the Offer 
 
 
  *  Offerco received on 4 June 2009 further irrevocable undertakings to accept or 
  procure the acceptance of its Offer for OPD in respect of 309,932 ordinary 
  shares of 5p each in the capital of OPD ("OPD Shares"), representing 
  approximately 1.16 per cent. of the existing issued ordinary share capital of 
  OPD. 
  *  Details of these irrevocable undertakings are as follows: 
+------------------------------+---------------------+---------------------------+ 
|             Name             |    Number of OPD    |  Percentage of existing   | 
|                              |       Shares        |   issued share capital    | 
+------------------------------+---------------------+---------------------------+ 
|             Kleinwort Benson |             189,901 |          0.71 %           | 
|             (Channel         |                     |                           | 
|             Islands) Pension |                     |                           | 
|             Trustees Limited |                     |                           | 
|             as Trustee of    |                     |                           | 
|             the OPD Group    |                     |                           | 
|             plc Employee     |                     |                           | 
|             Share Trust (i)  |                     |                           | 
+------------------------------+---------------------+---------------------------+ 
|             International    |             120,031 |          0.45 %           | 
|             Resources Group  |                     |                           | 
|             Limited          |                     |                           | 
|             Employee Benefit |                     |                           | 
|             Trust (ii)       |                     |                           | 
+------------------------------+---------------------+---------------------------+ 
|                              |                     |                           | 
+------------------------------+---------------------+---------------------------+ 
|             Total            |             309,932 |          1.16 %           | 
+------------------------------+---------------------+---------------------------+ 
|             Notes: (i) held through KB (CI) Nominees ESOP Account              | 
|             (ii) held through Rysaffe Trustee Company (CI) Limited             | 
+------------------------------+---------------------+---------------------------+ 
 
· These irrevocable undertakings will only lapse and cease to be binding on the 
earlier of the following occurrences: 
o The Offer Document not being posted to the OPD Shareholders within 28 days (or 
such longer period as the Takeover Panel may agree being not more than six 
weeks) after 27 May 2009; 
o The Offer closing, lapsing or being withdrawn (in accordance with its terms); 
or 
o The Offer not becoming or being declared unconditional in all respects by 6.00 
pm on 15 September 2009. 
· This announcement, the Offer Document and all other documents, announcements 
or information published in relation to the Offer by Offerco will be available 
on the website of OPD (www.opdgroup.com). 
 
 
Enquiries: 
 
 
Herax Partners LLP 
(Acting on behalf of Offerco) 
 
 
 
 
+-------------------------------------------------+------------------+ 
| Angus MacPherson                                | +44 (0) 20 7355  | 
|                                                 | 9980             | 
+-------------------------------------------------+------------------+ 
| Andres Reig-Schmidt                             | +44 (0) 20 7355  | 
|                                                 | 9981             | 
+-------------------------------------------------+------------------+ 
 
 
Herax Partners LLP ("Herax"), which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting exclusively for Offerco 
and no one else in connection with the Offer and the matters referred to in this 
Announcement. Herax will not be responsible to any person other than Offerco for 
providing the protections afforded to customers of Herax, nor for providing 
advice in relation to the Offer or any other matter referred to in this 
Announcement. 
 
 
The directors of Offerco, John Pike and Peter Hearn, accept responsibility for 
the information contained in this Announcement. To the best of the knowledge and 
belief of the directors of Offerco (who have taken all reasonable care to ensure 
that such is the case), the information contained in this Announcement for which 
they are responsible is in accordance with the facts and does not omit anything 
likely to affect the import of such information. 
 
 
 
 
Dealing Disclosure Requirements 
 
 
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 
"interested" (directly or indirectly) in 1% or more of any class of "relevant 
securities" of OPD, all "dealings" in any "relevant securities" of that company 
(including by means of an option in respect of, or a derivative referenced to, 
any such "relevant securities") must be publicly disclosed by no later than 
3.30p.m. (London time) on the Business Day following the date of the relevant 
transaction. This requirement will continue until the date on which the Offer 
becomes, or is declared, unconditional as to acceptances, lapses or is otherwise 
withdrawn or on which the "offer period" otherwise ends. 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 OPD, they will be 
deemed to be a single person for the purpose of Rule 8.3. 
 
 
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant 
securities" of OPD by Offerco or by OPD, or by any of their respective 
"associates", must be disclosed by no later than 12.00 noon (London time) on the 
Business Day following the date of the relevant transaction. 
 
 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk. 
 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
 
 
Terms in quotation marks are defined in the Code, which can also be found on the 
Takeover 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 Code, you should contact an 
independent financial adviser authorised under FSMA or consult the Takeover 
Panel's website or contact the Takeover 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 
 
 OFFFAMLTMMAMMRL 
 

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