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RNS Number : 4577D
Middleby Holding UK Limited
23 March 2011
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) Identity of the party to the Middleby Holding UK Ltd ("Bidco")
offer making the disclosure:
(b) Owner or controller of interests The Middleby Corporation
and short positions disclosed, if
different from 1(a): The naming of
nominee or vehicle companies is
insufficient
----------------------------------
(c) Name of offeror/offeree in Lincat Group plc ("Lincat")
relation to whose relevant securities
this form relates: Use a separate
form for each party to the offer
----------------------------------
(d) Is the party to the offer making Offeror
the disclosure the offeror or the
offeree?
----------------------------------
(e) Date position held: 23 March 2011
----------------------------------
(f) Has the party previously No
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 Nil N/A Nil N/A
controlled:
------- ---- ----------- -----
(2) Derivatives (other than options): Nil N/A Nil N/A
------- ---- ----------- -----
(3) Options and agreements to Nil N/A Nil N/A
purchase/sell:
------- ---- ----------- -----
TOTAL: Nil N/A Nil N/A
------- ---- ----------- -----
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 of relevant security in relation to which subscription Nil
right exists:
Details, including nature of the rights concerned Nil
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):
Bidco has received irrevocable undertakings (including
those from the directors of Lincat) to vote, or to
procure (or, in the case of 27,934 Lincat shares representing
approximately 0.5% of the current issued share capital
of Lincat, to use best endeavours to procure) that
the registered holder votes, in favour of the resolutions
relating to the acquisition of the entire issued and
to be issued ordinary share capital of Lincat by Bidco
(the "Acquisition") to be implemented by means of
a court sanctioned scheme of arrangement (the "Scheme")
under Part 26 of the Companies Act 2006 (or, in the
event that the Acquisition is implemented by means
of a takeover offer (as such term is defined in section
974 of the Act) (the "Offer"), to accept or procure
acceptance of (or, in the case of 27,934 Lincat shares
representing approximately 0.5% of the current issued
share capital of Lincat, to use best endeavours to
procure acceptance of) the Offer) in respect of Lincat
shares representing, in aggregate, approximately 51.2%
of the current issued share capital of Lincat.
Percentage of
the current
Total Number issued share
of capital of
Name Lincat shares Lincat
Martin
Craddock 1,144,910 20.85%
Paul Bouscarle 493,045 8.98%
Richard Kemp 22,575 0.41%
Terry Storey 4,527 0.08%
Steve Mitchell 1,901 0.03%
Alan Schroeder 5,652 0.10%
Marilyn
Schroeder 27,105 0.49%
Renata Kemp 5,359 0.10%
John Craddock 377,432 6.87%
Philip and
Diana
Bouscarle 223,772 4.07%
John and
Doreen Hill 161,808 2.95%
Jan Atherton 1,206 0.02%
Ailsa Craddock 13,000 0.24%
Tim Tindle 3,372 0.06%
Sub-total 2,485,664 45.3%
These irrevocable undertakings will continue to be
binding in the event that a higher competing offer
for Lincat is made.
Percentage
of the
current
Total Number issued share
of Lincat capital of
Name shares Lincat
Marlborough Fund
Managers
(Marlborough UK
Micro-Cap
Growth Fund and
Marlborough
Special
Situations
Fund) 324,500 5.91%
Total 2,810,164 51.2%
This irrevocable undertaking will cease to be binding
if: (i) a competing cash offer for all Lincat shares
is announced which values each Lincat share at a price
which equals or exceeds 110% of the value of the consideration
per Lincat share available under the terms of the
Acquisition; (ii) Bidco does not, within ten days
of the announcement of such competing offer, announce
a revised offer which values each Lincat share at
a price equal to or greater than the value of the
consideration per Lincat share under the terms of
the competing offer; and (iii) the provider of the
irrevocable undertaking notifies Bidco within three
days of the expiry of such ten day period that its
obligations under the irrevocable undertaking have
ceased to have effect.
The obligations under the irrevocable undertakings
extend to any shares received pursuant to the exercise
of options held by the relevant persons.
Each of the above irrevocable undertakings will cease
to be binding on the earlier of the following occurrences:
-- if the Scheme has not become effective by 6.00
p.m. on 30 September 2011 (or such later time or date
as agreed between Bidco and Lincat, with the approval
of the Court and/or the Panel on Takeovers and Mergers
(the "Panel") if required) and an Offer has not been
announced prior to that time; or
-- if the Scheme lapses or (with the consent of the
Panel) is withdrawn and no Offer is announced within
14 days of such lapse or withdrawal; or
-- if an Offer, if made, lapses or (with the consent
of the Panel) is withdrawn without becoming or being
declared unconditional in all respects.
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:
None
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 Form 8 (Open Positions) No
Supplemental Form 8 (SBL) No
---
Date of disclosure: 23 March 2011
Contact name: Timothy Fitzgerald
-------------------
Telephone number: +1 847 429 7744
-------------------
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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