Form 8 (OPD) Amended Form 8

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) Full name of discloser:	Worthington Group Plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Worthington Group Plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	17th May 2015
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	NO

 

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

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.

 

(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:	None		None
(2) Cash-settled derivatives:	None		None
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	None		None
TOTAL:	None		None

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), 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

 

 

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 (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

Mr Douglas Ware, director of Worthington Group Plc and controller of European & Asian Ltd, 3rd Floor, Jonsim Place, 228 Queen's Road East, Wanchai, Hong Kong, owner of relevant securities for the benefit of Mr Ware's family:   Class of relevant security:   Ordinary Shares Worthington Group Plc     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 785,000 3.14% None (2) Cash-settled derivatives:   None None (3) Stock-settled derivatives (including options) and agreements to purchase/sell: None None        TOTAL: 785,000 3.14% None       Class of relevant security:   Secured Convertible Loan Notes at 10p 2019 Worthington Group Plc     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 3,024,000 65.54% None (2) Cash-settled derivatives:   None None (3) Stock-settled derivatives (including options) and agreements to purchase/sell: None None        TOTAL: 3,024,000 65.54% None     Class of relevant security:   Placing Warrants  exercisable at 10p 2017 Worthington Group Plc     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 3,024,000 25.20% None (2) Cash-settled derivatives:   None None (3) Stock-settled derivatives (including options) and agreements to purchase/sell: None None        TOTAL: 3,024,000 25.20% None     Class of relevant security:   Warrants exercisable at 10p 2020 Worthington Group Plc     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 8,000,000 80.00% None (2) Cash-settled derivatives:   None None (3) Stock-settled derivatives (including options) and agreements to purchase/sell: None None        TOTAL: 8,000,000 80.00% None       Mr Richard Spurway, director of Worthington Group Plc, owner of relevant securities:   Class of relevant security:   Secured Convertible Loan Notes at 10p 2019 Worthington Group Plc     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 240,000 5.20% None (2) Cash-settled derivatives:   None None (3) Stock-settled derivatives (including options) and agreements to purchase/sell: None None        TOTAL: 240,000 5.20% None     Class of relevant security:   Placing Warrants exercisable at 10p 2017  Worthington Group Plc     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 240,000 2.00% None (2) Cash-settled derivatives:   None None (3) Stock-settled derivatives (including options) and agreements to purchase/sell: None None        TOTAL: 240,000 2.00% None     Class of relevant security:    Warrants exercisable at 10p 2020  Worthington Group Plc     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 2,000,000 20.00% None (2) Cash-settled derivatives:   None None (3) Stock-settled derivatives (including options) and agreements to purchase/sell: None None        TOTAL: 2,000,000 20.00% None

 

 

 

Mrs Annette & Mr Peter Birchinall, owners of relevant security:

 

Class of relevant security:	Ordinary Shares Worthington Group Plc
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	300,000	1.20%	None
(2) Cash-settled derivatives:	None		None
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	None		None
TOTAL:	300,000	1.20%	None

 

 

 

Ms Michelle McLoughlin, owner of relevant security:

 

Class of relevant security:	Ordinary Shares Worthington Group Plc
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	200,000	.80%	None
(2) Cash-settled derivatives:	None		None
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	None		None
TOTAL:	200,000	.80%	None

 

 

 

Mrs Remy & Mr Guy Poland, owners of relevant security:

 

Class of relevant security:	Ordinary Shares Worthington Group Plc
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	100,000	.40%	None
(2) Cash-settled derivatives:	None		None
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	None		None
TOTAL:	100,000	.40%	None

 

 

 

Mr Wulstan Earley, director Renatus Capital Ltd, owner of relevant securities, the company is owned and controlled by Wulstan Earley, brother to Aidan Earley:

 

Class of relevant security:	Ordinary Shares Worthington Group Plc
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	2,275,855	9.10%	None
(2) Cash-settled derivatives:	None		None
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	None		None
TOTAL:	2,275,855	9.10%	None

 

   

Class of relevant security:	Secured Convertible Loan Notes at 10p 2019 Worthington Group Plc
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	1,349,931	29.26%	None
(2) Cash-settled derivatives:	None		None
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	None		None
TOTAL:	1,349,931	29.26%	None

 

  

Class of relevant security:	Placing Warrants exercisable at 10p 2017  Worthington Group Plc
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	6,998,500	58.32%	None
(2) Cash-settled derivatives:	None		None
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	None		None
TOTAL:	6,998,500	58.32%	None

 

 

Mr Allan Biggar & Mrs Bridget Biggar, owners of relevant security:

 

Class of relevant security:	Ordinary Shares Worthington Group Plc
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	405,244	1.62%	None
(2) Cash-settled derivatives:	None		None
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	None		None
TOTAL:	405,244	1.62%	None

 

 

 

Olympus Trading Group Ltd, Trident Chambers, Capital City Building, PO Box 1388, Victoria, Mahe, Seychelles, owner of relevant securities. Controlled by Ms Kirsten Forbes, sister in law of Aidan Earley:

 

Class of relevant security:	Unsecured Convertible Loan notes at 10p 2020 Worthington Group Plc
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	5,000,000	100.00%	None
(2) Cash-settled derivatives:	None		None
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	None		None
TOTAL:	5,000,000	100.00%	None

 

 

Class of relevant security:	Unsecured Convertible Loan notes at 50p 2017 Worthington Group Plc
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	900,000	100.00%	None
(2) Cash-settled derivatives:	None		None
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	None		None
TOTAL:	900,000	100.00%	None

 

 

Class of relevant security:	Unsecured Convertible Loan notes at 10p 2021 Worthington Group Plc
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	44,405	100.00%	None
(2) Cash-settled derivatives:	None		None
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	None		None
TOTAL:	44,405	100.00%	None

 

  

Class of relevant security:	Placing Warrants exercisable at 10p 2017  Worthington Group Plc
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	1,737,500	14.48%	None
(2) Cash-settled derivatives:	None		None
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	None		None
TOTAL:	1,737,500	14.48%	None

 

  

Class of relevant security:	Warrants exercisable at 10p 2018  Worthington Group Plc
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	13,090,378	100.00%	None
(2) Cash-settled derivatives:	None		None
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	None		None
TOTAL:	13,090,378	100.00%	None

 

 

 

Details of any open stock-settled derivative positions (including traded options), 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: Irrevocable commitments and letters of intent should not be included. 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 Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

 

 

Date of disclosure:	18th May 2015
Contact name:	Mr Douglas Ware, Director
Telephone number:	0203 291 1872

 

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 disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.