Form 8 (DD) - Barr(A.G.) PLC

FORM 8 (DD)

 

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Identity of the party to the offer or person acting in concert making the disclosure:	Jonathan Kemp
(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 securities this form relates:      Use a separate form for each offeror/offeree	A.G. BARR p.l.c. (the "Company")
(d) Status of person making the disclosure:      e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)	Acting in concert with the Company
(e) Date dealing undertaken:	7 February 2013
(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	No

 

2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

 

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing

 

Class of relevant security:	Ordinary shares of 4 1/6p each ("Ordinary Shares")
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	135,494*	0.12%	Nil	-
(2) Derivatives (other than options):	-	-	Nil	-
(3) Options and agreements to purchase/sell:	-	-	Nil	-
TOTAL:	135,494*	0.12%	Nil	-

 

Note:

* Of these Ordinary Shares, 125,616 (representing 0.11% of the issued share capital of the Company) are held by Melanie Kemp, Jonathan Kemp's wife.

 

 

 

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 (including directors' and other executive options)

 

Class of relevant security in relation to which subscription right exists:	Ordinary Shares
Details, including nature of the rights concerned and relevant percentages:

 

Long Term Incentive Plan

 

Awards of options under the A.G. Barr Long Term Incentive Plan are subject to satisfaction of certain performance conditions.  Options under the A.G. Barr Long Term Incentive Plan vest shortly after the relevant year end date.  The number of options which vest is determined after the year end accounts are finalised and the relevant performance conditions can be measured.  The vesting date disclosed has been estimated to be 30 April of the relevant year.

 

Number of Ordinary Shares under option (conditional)	Percentage of issued share capital	Date of award of options	Vesting date
58,884	0.05%	2 April 2010	30 April 2013
44,271	0.04%	26 April 2011	30 April 2014
52,332	0.04%	4 April 2012	30 April 2015

 

 

Director's share options

 

Number of Ordinary Shares under option	Exercise price	Period during which options can be exercised
4,896	254p	1 October 2015 - 1 April 2016

 

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.

 

3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE

 

(a)        Purchases and sales

 

Class of relevant security	Purchase/sale	Number of securities	Price per unit
Ordinary Shares	Purchase in connection with the Company's All Employee Share Ownership Plan	23	£5.47

 

(b)        Derivatives transactions (other than options)

 

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit
N/a

 

(c)        Options transactions in respect of existing securities

 

(i)         Writing, selling, purchasing or varying

 

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit
N/a

 

(ii)        Exercising

 

Class of relevant security	Product description e.g. call option	Number of securities	Exercise price per unit
N/a	-	-	-

 

(d)        Other dealings (including subscribing for new securities)

 

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)
Ordinary Shares	Allocation of matching Ordinary Shares pursuant to the Company's All Employee Share Ownership Plan	7 Ordinary Shares allocated for no consideration	N/a

 

The currency of all prices and other monetary amounts should be stated.

 

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

 

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 or person acting in concert making the disclosure and any other person: 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 or person acting in concert making the disclosure 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 Form 8 (Open Positions)	No
Supplemental Form 8 (SBL)	No

 

 

Date of disclosure:	8 February 2013
Contact name:	Julie Barr
Telephone number:	01236 852400

 

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 [email protected].  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.