Rule 8.1 Announcement
September 17 2010 - 2:00AM
UK Regulatory
TIDMCPH
RNS Number : 8655S
Nando's Group Holdings Ltd
17 September 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) | Nando's |
| Identity | Group |
| of the | Holdings |
| party to | Limited |
| the | |
| offer | |
| making | |
| the | |
| disclosure: | |
+-----------------+-----------+
| (b) | n.a |
| Owner | |
| or | |
| controller | |
| of | |
| interests | |
| and short | |
| positions | |
| disclosed, | |
| if | |
| different | |
| from 1(a): | |
| The | |
| naming of | |
| nominee or | |
| vehicle | |
| companies | |
| is | |
| insufficient | |
+-----------------+-----------+
| (c) | The |
| Name | Clapham |
| of | House |
| offeror/offeree | Group |
| in relation to | PLC |
| whose relevant | |
| securities this | |
| form relates: | |
| Use a | |
| separate form | |
| for each party | |
| to the offer | |
+-----------------+-----------+
| (d) Is | OFFEROR |
| the | |
| party | |
| to the | |
| offer | |
| making | |
| the | |
| disclosure | |
| the | |
| offeror or | |
| the | |
| offeree? | |
+-----------------+-----------+
| (e) | 17 |
| Date | September |
| 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 | |
| of | |
| relevant | |
| security: | |
| | |
+----------------+-----------------------------------+
| | Interests |Short positions |
| | | |
+ +-----------------+-----------------+
| |Number | % |Number | % |
+----------------+--------+--------+--------+--------+
| (1) | 0.00 | 0.00% | 0.00 | 0.00% |
| Relevant | | | | |
| securities | | | | |
| owned | | | | |
| and/or | | | | |
| controlled: | | | | |
+----------------+--------+--------+--------+--------+
| (2) | | | | |
| Derivatives | | | | |
| (other than | | | | |
| options): | | | | |
+----------------+--------+--------+--------+--------+
| (3) | | | | |
| Options | | | | |
| and | | | | |
| agreements | | | | |
| to | | | | |
| purchase/sell: | | | | |
+----------------+--------+--------+--------+--------+
| | 0.00 | 0.00% | 0.00 | 0.00% |
| | | | | |
| TOTAL: | | | | |
+----------------+--------+--------+--------+--------+
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 | n.a |
| of | |
| relevant | |
| security | |
| in | |
| relation | |
| to which | |
| subscription | |
| right | |
| exists: | |
+--------------+--------+
| Details, | n.a |
| including | |
| nature of | |
| the | |
| rights | |
| concerned | |
| 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): |
+--------------------------------------------+
| Irrevocable | No. of |% Held | |
| Undertakings | Shares | | |
+--------------+-----------+--------+--------+
| David |992,491** | 2.42 | |
| Page* | | | |
+--------------+-----------+--------+--------+
| Paul |340,186** | 0.83 | |
| Campbell | | | |
+--------------+-----------+--------+--------+
| Nicholas | 44,800 | 0.11 | |
| Wong | | | |
+--------------+-----------+--------+--------+
| David | 21,000 | 0.05 | |
| Sykes | | | |
+--------------+-----------+--------+--------+
| Nicholas | 160,480 | 0.39 | |
| Donaldson | | | |
+--------------+-----------+--------+--------+
| Tim | 40,916 | 0.10 | |
| Woodcock | | | |
+--------------+-----------+--------+--------+
| | | | |
+--------------+-----------+--------+--------+
| Letter | | | |
| of | | | |
| Intent | | | |
+--------------+-----------+--------+--------+
| Henderson |2,791,708 | 6.80 | |
| Global | | | |
| Investors | | | |
| Limited | | | |
+--------------+-----------+--------+--------+
* David Page has also undertaken to use all reasonable efforts to procure the
acceptance of the Offer by a certain close relative of David Page who holds
200,000 Clapham House Shares representing approximately 0.48 per cent. of the
existing issued ordinary share capital of Clapham House. These 200,000 Clapham
House Shares are not included in the 992,491 Clapham House Shares to which the
irrevocable undertaking relates as identified above.
** Includes Clapham House Shares beneficially held by certain close relatives of
the relevant Clapham House Director.
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: |
+----------------------------------------------+
| Name | No. of |% Held | |
| of | Shares | | |
| Direct | | | |
| Beneficial | | | |
| Interest | | | |
| Holder | | | |
+---------------+------------+--------+ +
| Capricorn |11,096,147 | 27.03 | |
| Ventures | | | |
| International | | | |
| Limited | | | |
+---------------+------------+--------+ +
| Lisa | 2,006 | 0.00 | |
| de | | | |
| Silva | | | |
+---------------+------------+--------+--------+
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 | NO |
| Form 8 (Open | |
| Positions) | |
+--------------+--------+
| Supplemental | NO |
| Form 8 (SBL) | |
+--------------+--------+
+-------------+-----------+
| Date | 17 |
| of | September |
| disclosure: | 2010 |
+-------------+-----------+
| Contact | Teoman |
| name: | Ozsan, |
| | Lazard |
| | & Co., |
| | Limited |
+-------------+-----------+
| Telephone | +44 |
| number: | (0)20 |
| | 7187 2000 |
+-------------+-----------+
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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