Form 8 (OPD) Melorio plc
2010年5月27日 - 11:16PM
ＲＮＳを含む英国規制内ニュース （英語）
TIDMMLO
RNS Number : 6709M
Melorio PLC
27 May 2010
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) | Melorio |
| Identity | plc |
| of the | |
| party to | |
| the | |
| offer | |
| making | |
| the | |
| disclosure: | |
+-----------------+---------+
| (b) | NA |
| Owner | |
| or | |
| controller | |
| of | |
| interests | |
| and short | |
| positions | |
| disclosed, | |
| if | |
| different | |
| from 1(a): | |
| The | |
| naming of | |
| nominee or | |
| vehicle | |
| companies | |
| is | |
| insufficient | |
+-----------------+---------+
| (c) | Melorio |
| Name | plc |
| of | |
| offeror/offeree | |
| in relation to | |
| whose relevant | |
| securities this | |
| form relates: | |
| Use a | |
| separate form | |
| for each party | |
| to the offer | |
+-----------------+---------+
| (d) Is | OFFEREE |
| the | |
| party | |
| to the | |
| offer | |
| making | |
| the | |
| disclosure | |
| the | |
| offeror or | |
| the | |
| offeree? | |
+-----------------+---------+
| (e) | 20 May |
| Date | 2010 |
| position | |
| held: | |
+-----------------+---------+
| (f) | NO |
| Has | |
| the | |
| party | |
| previously | |
| disclosed, | |
| or is it | |
| today | |
| 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: | | | | |
+----------------+--------+--------+--------+--------+
| (2) | | | | |
| Derivatives | | | | |
| (other than | | | | |
| options): | | | | |
+----------------+--------+--------+--------+--------+
| (3) | | | | |
| Options | | | | |
| and | | | | |
| agreements | | | | |
| to | | | | |
| purchase/sell: | | | | |
+----------------+--------+--------+--------+--------+
| | 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 | NONE |
| of | |
| relevant | |
| security | |
| in | |
| relation | |
| to which | |
| subscription | |
| right | |
| exists: | |
+--------------+--------+
| Details, | |
| including | |
| nature of | |
| the | |
| rights | |
| concerned | |
| and | |
| relevant | |
| percentages: | |
+--------------+--------+
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): |
+-------------+
| |
| |
| NONE |
+-------------+
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: |
+------------------------------------------------------------------------------------------------------+
| |
| |
| The Directors of Melorio plc (the "Company") have the following beneficial interests in the Company: |
| |
| Director No. of shares % of issued share |
| capital |
| |
| Hugh Aldous 300,000 0.76% |
| George Anderson 3,147,059 7.98% |
| Adrian Carey 218,000 0.55% |
| Robert Fryer 4,500 0.01% |
| Alex Sheffield 328,065 0.83% |
| Helen Smith 186,250 0.47% |
| Director No. of Exercise Earliest Date of |
| shares to Price date of expiry |
| which exercise |
| options |
| relate |
| |
| Adrian 93,000 107.5 October October |
| Carey 2010, or, 2017, |
| if subject |
| earlier, to |
| change of shortened |
| control exercise |
| period on |
| change of |
| control |
| Alex 92,000 108.5 December December |
| Sheffield 2010, or, 2017, |
| if subject |
| earlier, to |
| change of shortened |
| control exercise |
| period on |
| change of |
| control |
| Alex 10,666 90.0 February July |
| Sheffield 2011, or, 2011, |
| if subject |
| earlier, to |
| change of shortened |
| control exercise |
| period on |
| change of |
| control |
| Helen 93,000 107.5 October October |
| Smith 2010, or, 2017, |
| if subject |
| earlier, to |
| change of shortened |
| control exercise |
| period on |
| change of |
| control |
| Helen 10,666 90.0 February July |
| Smith 2011, or, 2011, |
| if subject |
| earlier, to |
| change of shortened |
| control exercise |
| period on |
| change of |
| control |
| Director No. of Contract Earliest Latest |
| shares to reference date of date of |
| which asset settlement settlement |
| contract value |
| relates |
| |
| Hugh 100,000 65.0 December December |
| Aldous 2011, or, 2018, |
| if subject |
| earlier, to |
| change of shortened |
| control settlement |
| period on |
| change of |
| control |
| Hugh 400,000 85.0 December December |
| Aldous 2011, or, 2018, |
| if subject |
| earlier, to |
| change of shortened |
| control settlement |
| period on |
| change of |
| control |
| Alex 225,500 100.0 December December |
| Sheffield 2010, or, 2017, |
| if subject |
| earlier, to |
| change of shortened |
| control settlement |
| period on |
| change of |
| control |
| Alex 659,927 64.5 December December |
| Sheffield 2011, or, 2018, |
| if subject |
| earlier, to |
| change of shortened |
| control settlement |
| period on |
| change of |
| control |
| Helen 347,404 5.0 October October |
| Smith 2010, or, 2017, |
| if subject |
| earlier, to |
| change of shortened |
| control settlement |
| period on |
| change of |
| control |
| Helen 6,990 100.0 October October |
| Smith 2010, or, 2017, |
| if subject |
| earlier, to |
| change of shortened |
| control settlement |
| period on |
| change of |
| control |
| Helen 41,940 119.5 August August |
| Smith 2012, or, 2019, |
| if subject |
| earlier, to |
| change of shortened |
| control settlement |
| period on |
| change of |
| control |
| Robert 50,000 119.5 August August |
| Fryer 2012, or, 2019, |
| if subject |
| earlier, to |
| change of shortened |
| control settlement |
| period on |
| change of |
| control |
| Adrian 183,033 5.0 October October |
| Carey 2010, or, 2017, |
| if subject |
| earlier, to |
| change of shortened |
| control settlement |
| period on |
| change of |
| control |
| Adrian 6,990 100.0 October October |
| Carey 2010, or, 2017, |
| if subject |
| earlier, to |
| change of shortened |
| control settlement |
| period on |
| change of |
| control |
| Adrian 100,000 64.5 December December |
| Carey 2011, or, 2018, |
| if subject |
| earlier, to |
| change of shortened |
| control settlement |
| period on |
| change of |
| control |
| Name Number of Exercise Exercise |
| Melorio Price period |
| Warrants (pence) |
| |
| Marwyn 786,250 125 October |
| Value Series A 2008 - |
| Investors October |
| L.P. 2014 |
| Marwyn 786,250 150 October |
| Value Series B 2008 - |
| Investors October |
| L.P. 2014 |
| Marwyn 786,250 175 October |
| Value Series C 2008 - |
| Investors October |
| L.P. 2014 |
| Marwyn 786,250 200 October |
| Value Series D 2008 - |
| Investors October |
| L.P. 2014 |
| |
+------------------------------------------------------------------------------------------------------+
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 | NO |
| Form 8 (Open | |
| Positions) | |
+--------------+--------+
| Supplemental | NO |
| Form 8 (SBL) | |
+--------------+--------+
+-------------+---------------+
| Date | 27 May |
| of | 2010 |
| disclosure: | |
+-------------+---------------+
| Contact | Alex |
| name: | Sheffield |
+-------------+---------------+
| Telephone | 020 7389 6835 |
| number: | |
+-------------+---------------+
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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