TIDMSKHG TIDMTRCS
RNS Number : 8984A
Sky High PLC
26 March 2013
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 offer making the disclosure: SKY HIGH PLC
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(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is insufficient
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: SKY HIGH PLC
Use a separate form for each party to the offer
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(d) Is the party to the offer making the disclosure the offeror or the offeree? OFFEREE
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(e) Date position held: 26 MARCH 2013
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(f) Has the party previously disclosed, or is it today disclosing, under the Code in NO
respect If YES, specify which:
of any other party to this offer?
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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:
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Interests Short positions
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Number % Number %
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(1) Relevant securities owned and/or controlled:
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(2) Derivatives (other than options):
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(3) Options and agreements to purchase/sell:
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NIL NIL
TOTAL:
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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 right exists:
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Details, including nature of the rights concerned and relevant percentages:
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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):
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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:
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Mark Mattison, a director of the offeree, has an interest in 4,129,389 ordinary shares of
1 pence each in the offeree (representing 19.19% of the issued share capital).
Michael Jackson, a director of the offeree has an interest in 797,693 ordinary shares of 1
pence each in the offeree (representing 3.71% of the issued share capital).
Richard Jackson, a director of the offeree has an interest in 2,329,256 ordinary shares of
1 pence each in the offeree (representing 10.82% of the issued share capital).
Michael Jackson and Richard Jackson, directors of the offerees, as trustees for the W&E Jackson
Settlement Trust have an interest in 2,329,256 ordinary shares of 1 pence each in the offeree.
(These shares represent 7.30% of the issued share capital).
David Lowe, a director of the offeree, has an interest in 485,193 ordinary shares of 1 pence
each in the offeree (representing 2.25% of the issued share capital).
Sir John Madejski OBE DL, a director of the offeree, has an interest in 5,635,709 ordinary
shares of 1 pence each in the offeree. (Of these, 1,500,000 are registered in his own name
and 4,135,709 are registered in the name of Clearview Traffic Group Limited in which he is
a director and shareholder) (In total these shares represent 26.19% of the issued share capital).
Grant Wilson, a director of the offeree, has an interest in 548,726 ordinary shares of 1 pence
each in the offeree (representing 2.55% of the issued share capital).
Martin Prowse, a director of the offeree, has an interest in 416,666 ordinary shares of 1
pence each in the offeree. (These are held in the name of Prowse Family Trust Pty Limited,
a company in which he is a director and shareholder). (These shares represent 1.94% of the
issued share capital).
David Lowe has 255,000 outstanding unapproved options, and Grant Wilson has 127,000 options
(under the Sky High EMI Option Scheme), each at an exercise price of 12.5p. However each of
them has voluntarily surrendered these options subject to the Offer becoming unconditional
in all respects. (Details are set out in paragraph 4.2(e) of Appendix III of the offer document
dated 26 March 2013.)
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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"
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NONE
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(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
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(i) As at the disclosure date, the following options had been granted to the Sky High Directors
under the Sky High share option schemes:
Option Holders Sky High EMI Exercise Price Sky High Exercise Price
Options Unapproved
Options
---------------- ----------------- --------------- ----------------- ---------------
David Lowe 255,000 12.5p
---------------- ----------------- --------------- ----------------- ---------------
Grant Wilson 127,000 12.5p
---------------- ----------------- --------------- ----------------- ---------------
However, subject to and conditional upon the Offer becoming or being declared unconditional
in all respects, each of the option holders has voluntarily surrendered such options and waived
their rights under Rule 15 of the Code, which would have required Tracsis to have made an
appropriate offer to them to ensure that their interests were safeguarded. Consequently, the
Panel has granted dispensation in respect of making an appropriate offer under Rule 15 of
the Code.
(ii) As at the disclosure date, the following options had been granted to Paul Jackson (a
director of Sky High Technology Limited and subsidiary of Sky High) and Steven Hanson (a Sky
High employee) under the Sky High share option schemes:
Option Holders Sky High EMI Options Exercise Price
---------------- --------------------- ---------------
Paul Jackson 100,000 12.5p
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Steven Hanson 107,317 20.5
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However each of the option holders has subject to and conditional upon the Offer becoming
or being declared unconditional in all respects, voluntarily surrendered such options and
waived their rights under Rule 15 of the Code, which would have required Tracsis to have made
an appropriate offer to them to ensure that their interests were safeguarded. Consequently,
the Panel has granted dispensation in respect of making an appropriate offer under Rule 15
of the Code.
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
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Supplemental Form 8 (SBL) NO
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Date of disclosure: 26 MARCH 2013
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Contact name: NEIL BALDWIN, SPARK ADVISORY PARTNERS LIMITED
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Telephone number: 07711 659864
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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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