Sky High PLC Form 8 (OPD) (Sky High plc) (8984A)

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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 
--------------------------------------------------------------------------------------------  ------------------------ 
 (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? 
--------------------------------------------------------------------------------------------  ------------------------ 
 
   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 controlled: 
-------------------------------------------------  --------      -------------  --- 
 (2) Derivatives (other than options): 
-------------------------------------------------  --------      -------------  --- 
 (3) Options and agreements to purchase/sell: 
-------------------------------------------------  --------      -------------  --- 
                                                      NIL             NIL 
   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 of relevant security in relation to which subscription right exists: 
---------------------------------------------------------------------------- 
 Details, 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): 
----------------------------------------------------------------------------------------------- 
 
 
   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: 
---------------------------------------------------------------------------------------------------- 
 
   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.) 
---------------------------------------------------------------------------------------------------- 
 

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 
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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 
-------------------------------------------------------------------------------------------------- 
 
   (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 
   ----------------  ---------------------  --------------- 
    Steven Hanson     107,317                20.5 
   ----------------  ---------------------  --------------- 
 
 
   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 
-------------------------------------  --- 
 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 [e-mail]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

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

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