Form 8 (OPD) Portrait Software Plc
June 10 2010 - 5:57AM
UK Regulatory
TIDMPST
RNS Number : 3992N
Portrait Software Plc
10 June 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) | Portrait |
| Identity | Software |
| of the | plc |
| party to | |
| the | |
| offer | |
| making | |
| the | |
| disclosure: | |
+-----------------+----------+
| (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) | Portrait |
| Name | Software |
| of | plc |
| 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) | 10 |
| Date | JUNE |
| position | 2010 |
| 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 | 2.5p ordinary shares |
| of | |
| relevant | |
| security: | |
| | |
+----------------+-----------------------------------+
| | Interests |Short positions |
| | | |
+ +-----------------+-----------------+
| |Number | % |Number | % |
+----------------+--------+--------+--------+--------+
| (1) | N/A | | n/a | |
| Relevant | | | | |
| securities | | | | |
| owned | | | | |
| and/or | | | | |
| controlled: | | | | |
+----------------+--------+--------+--------+--------+
| (2) | n/a | | n/a | |
| Derivatives | | | | |
| (other than | | | | |
| options): | | | | |
+----------------+--------+--------+--------+--------+
| (3) | N/A | | n/a | |
| Options | | | | |
| and | | | | |
| agreements | | | | |
| to | | | | |
| purchase/sell: | | | | |
+----------------+--------+--------+--------+--------+
| | n/A | | n/a | |
| | | | | |
| TOTAL: | | | | |
+----------------+--------+--------+--------+--------+
(b) Rights to subscribe for new securities
+--------------+--------+
| Class | n/a |
| of | |
| relevant | |
| security | |
| in | |
| relation | |
| to which | |
| subscription | |
| right | |
| exists: | |
+--------------+--------+
| Details, | n/a |
| including | |
| nature of | |
| the | |
| rights | |
| concerned | |
| and | |
| relevant | |
| percentages: | |
+--------------+--------+
(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): |
+-------------+
| |
| n/a |
| |
+-------------+
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: |
+----------------------------------------------------------------+
| |
| ORDINARY SHARES |
| Name Number of % of |
| shares issued |
| share |
| capital |
| Singer Capital 596,092 0.48 |
| Markets |
| Paul Hewitt 650,080 0.52 |
| Luke McKeever 75,109 0.06 |
| Matthew White 204,964 0.17 |
| Geoffrey Probert 754,323 0.61 |
| Richard Goat 512,311 0.41 |
| AIT Quest Trustee 7,124 0.01 |
| Ltd* |
| |
| * An employee benefit trust of |
| Portrait Software plc |
| |
| Name Number Exercise Date of Earliest |
| of price grant exercise |
| options date |
| held |
| Paul 300,000 13.00p 22 July 22 July 2010 |
| Hewitt 2009 |
| Luke 2,000,000 5.62p 19 December 19 December |
| McKeever 2008 2009 |
| Matthew 53,030 2.50p 24 June 24 June 2004 |
| White 2004 |
| 2,000,000 5.62p 19 December 19 December |
| 2009 2009 |
| Geoffrey 151,515 2.50p 24 June 24 June 2004 |
| Probert 2004 |
| 25,000 25.50p 24 August 24 August |
| 2004 2005 |
| 50,000 21.00p 15 December 15 December |
| 2005 2006 |
| 75,000 13.00p 22 July 22 July 2010 |
| 2009 |
| Richard 150,000 13.00p 22 July 22 July 2010 |
| Goat 2009 |
| Name Number of Units Threshold |
| awarded |
| Luke McKeever 3,000,000 10p or more |
| Matthew White 3,000,000 10p or more |
| |
+----------------------------------------------------------------+
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 | 10 |
| of | JUNE |
| disclosure: | 2010 |
+-------------+---------------+
| Contact | Richard |
| name: | Savage |
+-------------+---------------+
| Telephone | 020 3205 7628 |
| 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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