Form 8 (OPD) Amended Form 8 Worthington Group Plc

FORM 8 (OPD)

 

AMENDMENT - CHANGE TO SECTION 3 AND SUPPLEMENTAL TABLE

 

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	10 November 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:
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
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:
Details, including nature of the rights concerned and relevant percentages:

 

 

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 None (2) Cash-settled derivatives:   None None (3) Stock-settled derivatives (including options) and agreements to purchase/sell: None None        TOTAL: 2,000,000 None   Mrs Annette and 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 1.2% None (2) Cash-settled derivatives:   None None (3) Stock-settled derivatives (including options) and agreements to purchase/sell: None None        TOTAL: 300,000 1.2% 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 0.80% None (2) Cash-settled derivatives:   None None (3) Stock-settled derivatives (including options) and agreements to purchase/sell: None None        TOTAL: 200,000 0.80% None   Mrs Remy and 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 0.40% None (2) Cash-settled derivatives:   None None (3) Stock-settled derivatives (including options) and agreements to purchase/sell: None None        TOTAL: 100,000 0.40% None   Mr Wulstan Earley, director of 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 1,907,797 7.63%        TOTAL:  2,275,855  9.10% 1,907,797 7.63%   Class of relevant security:   Secured Convertible Loan Noted 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 and 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:   Ordinary Shares Worthington Group Plc     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: 1,907,797 7.63% 1,907,797 7.63%        TOTAL: 1,907,797 7.63% 1,907,797 7.63%     Class of relevant security:   Unsecured Convertible Loan notes at 10p 2020 Worthington Group     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   Mr Darren Chapman, owner of relevant options   Class of relevant security:   Ordinary Shares Worthington Group Plc     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: 1,907,797 7.63% None        TOTAL: 1,907,797 7.63% 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)	YES
Supplemental Form 8 (SBL)	NO

 

 

Date of disclosure:	11th November
Contact name:	Doug Ware
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.

 

 

 

 

 

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

 

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

 

 

1.         KEY INFORMATION

 

Full name of person making disclosure:	Olympus Trading Group Limited
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:	Worthington Group Plc

 

2.         STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

 

Class of relevant security	Product description e.g. call option	Written or purchased	Number of securities to which option or derivative relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date
Ordinary Shares	Call Option	Written	263,158	9.5p		None
Ordinary Shares	Call Option	Written	1,000,000	10p		None
Ordinary Shares	Call Option	Written	470,588	8.5p		None
Ordinary Shares	Call Option	Written	174,051	5p		None
Ordinary Shares	Call Option	Purchased	263,158	9.5p		None
Ordinary Shares	Call Option	Purchased	1,000,000	10p		None
Ordinary Shares	Call Option	Purchased	470,588	8.5p		None
Ordinary Shares	Call Option	Purchased	174,051	5p		None

 

3.         AGREEMENTS TO PURCHASE OR SELL ETC.

 

Full details should be given so that the nature of the interest or position can be fully understood:

The Olympus Trading Group Limited has agreed to take over responsibility for fulfilling contracts for difference agreements previously entered into by Liberty Capital Markets Limited (dissolved) and Oriental Capital Investment Limited (dissolved) with Darren Chapman in 2011 to 2013.   Under the terms of the initial agreements made between Darren Chapman and Liberty Capital Markets Limited and Oriental Capital Investment Limited Darren Chapman had the option to call upon 2,909,926 ordinary WRN shares for a price between 5p and 10p. As at September 2014 Darren Chapman had called upon 1,002,139 of these shares and by February 2015 he had sold on this holding.   As a result of the revised agreement Darren Chapman has the option to call on 1,907,797 ordinary WRN shares for a price between 5p and 10p. Theses share would be delivered from the WRN holding currently held by Renatus Capital Limited.   Whilst the arrangement disclosed has not been legally formalised the parties involved consider the arrangement disclosed to be the accurate state of affairs as at the date of this announcement and that this arrangement came into being upon the dissolution of Liberty Capital Markets Limited and Oriental Capital Investment Limited in October 2014.

 

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

 

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

 

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.

 

 

 

 

 

 

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

 

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

 

 

1.         KEY INFORMATION

 

Full name of person making disclosure:	Darren Chapman
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:	Worthington Group Plc

 

2.         STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

 

Class of relevant security	Product description e.g. call option	Written or purchased	Number of securities to which option or derivative relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date
Ordinary Shares	Call Option	Written	263,158	9.5p		None
Ordinary Shares	Call Option	Written	1,000,000	10p		None
Ordinary Shares	Call Option	Written	470,588	8.5p		None
Ordinary Shares	Call Option	Written	174,051	5p		None

 

3.         AGREEMENTS TO PURCHASE OR SELL ETC.

 

Full details should be given so that the nature of the interest or position can be fully understood:

The Olympus Trading Group Limited has agreed to take over responsibility for fulfilling contracts for difference agreements previously entered into by Liberty Capital Markets Limited (dissolved) and Oriental Capital Investment Limited (dissolved) with Darren Chapman in 2011 to 2013.   Under the terms of the initial agreements made between Darren Chapman and Liberty Capital Markets Limited and Oriental Capital Investment Limited Darren Chapman had the option to call upon 2,909,926 ordinary WRN shares for a price between 5p and 10p. As at September 2014 Darren Chapman had called upon 1,002,139 of these shares and by February 2015 he had sold on this holding.   As a result of the revised agreement Darren Chapman has the option to call on 1,907,797 ordinary WRN shares for a price between 5p and 10p. Theses share would be delivered from the WRN holding currently held by Renatus Capital Limited.   Whilst the arrangement disclosed has not been legally formalised the parties involved consider the arrangement disclosed to be the accurate state of affairs as at the date of this announcement and that this arrangement came into being upon the dissolution of Liberty Capital Markets Limited and Oriental Capital Investment Limited in October 2014.

 

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

 

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

 

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.

 

 

 

 

 

 

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

 

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

 

 

1.         KEY INFORMATION

 

Full name of person making disclosure:	Wulstan Earley
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:	Worthington Group Plc

 

2.         STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

 

Class of relevant security	Product description e.g. call option	Written or purchased	Number of securities to which option or derivative relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date
Ordinary Shares	Call Option	Written	263,158	9.5p		None
Ordinary Shares	Call Option	Written	1,000,000	10p		None
Ordinary Shares	Call Option	Written	470,588	8.5p		None
Ordinary Shares	Call Option	Written	174,051	5p		None

 

3.         AGREEMENTS TO PURCHASE OR SELL ETC.

 

Full details should be given so that the nature of the interest or position can be fully understood:

The Olympus Trading Group Limited has agreed to take over responsibility for fulfilling contracts for difference agreements previously entered into by Liberty Capital Markets Limited (dissolved) and Oriental Capital Investment Limited (dissolved) with Darren Chapman in 2011 to 2013.   Under the terms of the initial agreements made between Darren Chapman and Liberty Capital Markets Limited and Oriental Capital Investment Limited Darren Chapman had the option to call upon 2,909,926 ordinary WRN shares for a price between 5p and 10p. As at September 2014 Darren Chapman had called upon 1,002,139 of these shares and by February 2015 he had sold on this holding.   As a result of the revised agreement Darren Chapman has the option to call on 1,907,797 ordinary WRN shares for a price between 5p and 10p. Theses share would be delivered from the WRN holding currently held by Renatus Capital Limited.   Whilst the arrangement disclosed has not been legally formalised the parties involved consider the arrangement disclosed to be the accurate state of affairs as at the date of this announcement and that this arrangement came into being upon the dissolution of Liberty Capital Markets Limited and Oriental Capital Investment Limited in October 2014.

 

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

 

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

 

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.