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Form 8 - AMENDMENT TO RNS ANNOUNCEMENT No. 4408G

RNS Number : 7276G
St Barbara Limited
02 July 2012
 



AMENDMENT TO RNS ANNOUNCEMENT No. 4408G

 

Amendment relates to a change in section 3.3

 

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:

St Barbara Limited

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is insufficient

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each party to the offer

St Barbara Limited

(d) Is the party to the offer making the disclosure the offeror or the offeree?

OFFEROR

(e) Date position held:

28 June 2012

(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

YES

If YES, specify which:

Allied Gold Mining plc

 

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:

 

Ordinary shares of 10p each

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

None

N/A

None

N/A

(2) Derivatives (other than options):

None

N/A

None

N/A

(3) Options and agreements to purchase/sell:

None

N/A

None

N/A

 

     TOTAL:

None

N/A

None

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 right exists:

None

Details, including nature of the rights concerned and relevant percentages:

N/A

 

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):

None

 

 

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:

 

For the purposes of this section, please refer to the definitions attached at Annex 1.

 

3.1        Shares held by the directors of St Barbara Limited

 

Name of Director

Number of shares

Percentage of issued share capital

Colin Wise

1,139,389

0.3510%

Tim Lehany

167,820

0.0517%

Douglas Bailey

30,247

0.0093%

Elizabeth Donaghey

40,000

0.0123%

Phillip Lockyer

20,631

0.0064%

Robert Rae

48,975

0.0151%

 

Note 1:  Colin Wise is the chairman of St Barbara.  The 1,139,389 shares disclosed are held by Colin Wise Consulting Pty Ltd as trustee for Colin Wise Consulting Pty Ltd Superannuation Fund, Ruco Nominees Pty Ltd, Professional Funds Management Pty Ltd.

 

Note 2: Tim Lehany is the managing director and chief executive officer of St Barbara.  The 167,820 shares disclosed are held by Tim Lehany and the Lehany Burke Family Superannuation Fund.

 

Note 3:  Douglas Bailey is a non-executive director of St Barbara. The 30,247 shares disclosed are held by Bailey Superannuation Pty Ltd.

 

Note 4:  Elizabeth Donaghey is a non-executive director of St Barbara. The 40,000 shares disclosed are held by Elizabeth Donaghey.

 

Note 5:  Phillip Lockyer is a non-executive director of St Barbara. The 20,631 shares disclosed are held by Bond Street Custodians, Lockyer Superannuation Fund and the Lockyer Family Superannuation Fund.

 

Note 6:  Robert Rae is a non-executive director of St Barbara. The 48,975 shares disclosed are held by Kintore Investments Pty Ltd and Hawick Investments Pty Ltd.

 

3.2        Rights to subscribe for shares in St Barbara

 

3.2.1     Share Options

 

Name of Director

Date of grant

Exercise period

Exercise price

Options held over number of shares

Tim Lehany

06-05-2009

Expiring 02-03-2014

$2.286

251,350

19-11-2009

Expiring 23-09-2014

$1.722

976,220

 

3.2.2     Rights to subscribe

 

Name of Director

Date of grant

Vesting Date

Price

Number of shares

Tim Lehany

23-12-2010

30-06-2013

$2.238

757,819

23-11-2011

30-06-2014

$1.845

459,621

 

3.3        Short positions

 

Barclays plc, who act as financial adviser in respect of the Offer, have a long position of 32,138 shares in St Barbara.

 

 

 

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:

29 June 2012
Contact name:

Ross Kennedy / Gillian Wong
Telephone number:

Ross Kennedy: +61 3 8660 1903

Gillian Wong: +61 3 8660 1974

 

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.

 

ANNEX 1

Allied Gold

means Allied Gold Mining plc;

Allied Gold Directors

means the directors of Allied Gold as at the date of the Rule 2.7 Announcement;

Allied Gold Shareholders

means the registered holders of Allied Gold Shares from time to time;

Allied Gold Shares

means the existing unconditionally allotted or issued and fully paid ordinary shares of 10 pence each in the capital of Allied Gold and any further such ordinary shares which are unconditionally allotted before the Scheme becomes effective;

Business Day

means a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business;

Capital Reduction

means the proposed reduction of the share capital of Allied Gold in connection with the Scheme under Chapter 10 of Part 17 of the Companies Act;

Capital Reduction Court Order

means the order of the Court confirming the Capital Reduction under section 648 of the Companies Act provided for by the Scheme;

Capital Reduction Hearing

means the hearing by the Court to confirm the Capital Reduction at which the Capital Reduction Court Order is expected to be granted;

Code

means the City Code on Takeovers and Mergers, as amended from time to time;

Companies Act

means the Companies Act 2006 (as amended);

Conditions

means the conditions of the Offer set out in the Rule 2.7 Announcement and to be set out in the Scheme Document and a "Condition" shall mean any one of them;

Court

means the High Court of Justice in England and Wales;

Court Meeting

means the meeting (or any adjournment thereof) of the Scheme Shareholders to be convened by order of the Court pursuant to Part 26 of the Companies Act to consider and, if thought fit, approve the Scheme (with or without modification);

Excluded Shares

means any Allied Gold Shares of which any member of the St Barbara Group is the holder or in which any member of the St Barbara Group is beneficially interested;

General Meeting

means the general meeting (or any adjournment thereof) of the Allied Gold Shareholders to be convened to implement the Capital Reduction and certain other matters in connection with the Scheme and the Offer, expected to be held as soon as the preceding Court Meeting shall have been concluded or adjourned;

Offer

means the proposed acquisition of the entire issued and to be issued share capital of Allied Gold by St Barbara to be implemented by means of the Scheme (or if St Barbara so elects, a Takeover Offer) on the terms and subject to the Conditions set out in the Rule 2.7 Announcement and to be set out in the Scheme Document (or the Offer Document (as the case may be)) and, where the context admits, any subsequent revision, variation, extension or renewal thereof;

Offer Document

means, in the event St Barbara elects to implement the Offer by means of a Takeover Offer, the document containing the Takeover Offer to be sent to Allied Gold Shareholders;

Panel

means the Panel on Takeovers and Mergers;

RBC

means RBC Capital Markets;

Rule 2.7 Announcement

means the announcement made by the directors of Allied Gold and the directors of St Barbara pursuant to Rule 2.7 of the Code in connection with the Offer;

Scheme or Scheme of Arrangement

means the proposed scheme of arrangement made under Part 26 of the Companies Act between Allied Gold and the Scheme Shareholders (with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by St Barbara and Allied Gold) particulars of which will be set out in the Scheme Document;

Scheme Document

means the document to be sent to Allied Gold Shareholders which will, among other things, contain the terms and conditions of the Scheme and notices convening the Court Meeting and the General Meeting;

Scheme Record Time

means 6.00 p.m., as currently anticipated, on the Business Day before the Capital Reduction Hearing;

Scheme Shareholders

means the holders of Scheme Shares;

Scheme Shares

means the Allied Gold Shares:

(a) in issue at the date of the Scheme Document;

(b) (if any) issued after the date of the Scheme Document and prior to the Voting Record Time; or

(c) (if any) issued at or after the Voting Record Time and at or prior to the Scheme Record Time either on terms that the original or any subsequent holders thereof shall be bound by the Scheme and/or in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme,

in each case, excluding any Excluded Shares;

St Barbara

means St Barbara Limited;

St Barbara Group

means St Barbara, its subsidiaries and subsidiary undertakings;

Takeover Offer

means the implementation of the Offer by means of a takeover offer under the Code; and

Voting Record Time

means the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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