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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Sky High | LSE:SKHG | London | Ordinary Share | GB00B1LCP739 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 15.50 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMTRCS TIDMSKHG
RNS Number : 8769A
Tracsis 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")
Hot Features
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1. KEY INFORMATION
(a) Identity of the party to the offer making the disclosure: Tracsis plc ("Tracsis")
------------------------------------------------------------------------------------------ --------------------------
(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) Name of offeror/offeree in relation to whose relevant securities this form relates: Sky High plc ("Sky High")
Use a separate form for each party to the offer
------------------------------------------------------------------------------------------ --------------------------
(d) Is the party to the offer making the disclosure the offeror or the offeree? OFFEROR
------------------------------------------------------------------------------------------ --------------------------
(e) Date position held: 26 March 2013
------------------------------------------------------------------------------------------ --------------------------
(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: NIL - NIL -
------------------------------------------------- -------- ------------- ---
(2) Derivatives (other than options): NIL - NIL -
------------------------------------------------- -------- ------------- ---
(3) Options and agreements to purchase/sell: NIL - NIL -
------------------------------------------------- -------- ------------- ---
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: NIL ---------------------------------------------------------------------------- ---- Details, including nature of the rights concerned and relevant percentages: NIL ---------------------------------------------------------------------------- ----
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):
-----------------------------------------------------------------------------------------------------
(i) Under a Management Agreement dated 25 March 2013 Tracsis has agreed to acquire and Mark
Mattison, Grant Wilson, Martin Prowse (directors of Sky High plc) and Paul Jackson, Peter
Agnew and Kevin Stewart (senior managers of Sky High plc) have agreed to sell 3,526,358 Sky
High Shares representing approximately 16.39 per cent. of the issued Sky High Shares, in exchange
for the issue to them of 308,563 Tracsis Shares, representing approximately 1.22 per cent.
of the issued share capital of Tracsis following their issue.
(ii) Tracsis has agreed to acquire 166,667 Sky High Shares from the Prowse Trust (a Connected
Person of Martin Prowse, a director), representing 0.77 per cent of all the issued Sky High
Shares, at the same price as the Offer Shares.
(iii) The following Management Shareholders have entered into irrevocable undertakings to
accept the Offer (or procure acceptance of the Offer as the case may be) in respect of the
following Sky High Shares:
Management Number of % of % of
Shareholder Sky High Shares Sky High Shares Offer Shares
--------------- ----------------- ----------------- --------------
Mark Mattison 1,651,756 7.68 9.27
--------------- ----------------- ----------------- --------------
Kevin Stewart 62,500 0.29 0.35
--------------- ----------------- ----------------- --------------
TOTAL 1,714,256 7.97 9.62
--------------- ----------------- ----------------- --------------
(iv) The following Independent Directors have entered into irrevocable undertakings to accept
the Offer (or procure acceptance of the Offer, as the case may be) in respect of the following
Sky High Shares, and to vote (or procure the voting) in favour of the Ordinary Resolution
in respect of the following Eligible Voting Shares:
Independent Number of % of Sky % of Offer % of Eligible
Director Sky High High Shares Shares Voting Share
Shares
----------------- ----------- ------------- ----------- --------------
Richard Jackson 2,329,256 10.82 13.07 14.46
----------------- ----------- ------------- ----------- --------------
Michael Jackson 797,693 3.71 4.47 4.95
----------------- ----------- ------------- ----------- --------------
David Lowe 485,193 2.25 2.72 3.01
----------------- ----------- ------------- ----------- --------------
Sir John
Madejski
OBE DL* 5,635,709* 26.19 31.62 34.98
----------------- ----------- ------------- ----------- --------------
W&E Jackson
Settlement
Trust 1,571,756 7.30 8.82 9.76
----------------- ----------- ------------- ----------- --------------
TOTAL 10,819,607 50.28 60.70 67.16
----------------- ----------- ------------- ----------- --------------
* Of these, (i) 1,500,000 Sky High Shares are registered in the name of Sir John Madejski
OBE DL and (ii) 4,135,709 Sky High Shares are registered in the name of Clearview Traffic
Group Limited, a company in which Sir John Madejski OBE DL is a director and shareholder.
(v) The following Sky High Shareholders have entered into irrevocable undertakings to accept
the Offer (or procure acceptance of the Offer as the case may be) in respect of the following
Sky High Shares, and to vote (or procure the voting) in favour of the Ordinary Resolution
in respect of the following Eligible Voting Shares:
Shareholder Number of % of Sky % of Offer % of Eligible
Sky High High Shares Shares Voting Share
Shares
------------- ---------- ------------- ----------- --------------
Irene Helps 392,939 1.83 2.20 2.44
------------- ---------- ------------- ----------- --------------
Kenneth Ian
Mackay 329,939 1.83 2.20 2.44
------------- ---------- ------------- ----------- --------------
TOTAL 785,878 3.66 4.40 4.88
------------- ---------- ------------- ----------- --------------
Accordingly, Tracsis has received, in aggregate, irrevocable undertakings in respect of in
aggregate a total of:
(i) 13,319,741 Sky High Shares, to accept the Offer, representing approximately 74.73 per
cent. of the Offer Shares and 62.68 per cent. of all the issued Sky High Shares; and
(ii) 11,605,485 Eligible Voting Shares, to vote in favour of the Ordinary Resolution, representing
approximately 61.90 per cent. of the Eligible Voting Shares.
The agreement by the Management Shareholders to sell Sky High Shares pursuant to the Management
Agreement referred to above is conditional upon the passing of the Ordinary Resolution to
approve the Management Arrangements and the Offer becoming or being declared unconditional
in all respects. Subject thereto, the agreement would therefore remain binding in the event
of a competing offer being made for Sky High.
The agreement with the Prowse Trust to sell Sky High Shares pursuant to the terms of the Prowse
Trust Agreement referred to above is conditional only upon the Offer becoming or being declared
unconditional in all respects. Subject thereto, the agreement would therefore remain binding
in the event of a competing offer being made for Sky High.
The undertakings by the Management Shareholders, the Independent Directors and the Sky High
Shareholders referred to above require the Management Shareholders, the Independent Directors
and the Sky High Shareholders to accept (or procure acceptance of) the Offer in respect of
the Sky High Shares in which they are interested within 7 Business Days of posting the Offer
Document. These undertakings cease to be binding only if the Offer lapses or is withdrawn.
The undertakings will therefore remain binding in the event of a competing offer being made
for Sky High.
-----------------------------------------------------------------------------------------------------
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:
------------------------------------------------------------------------------------------------------
(i) As at the close of business on the disclosure date, the interests (all of which are beneficial
unless otherwise stated), of the Tracsis Directors and their respective related parties, in
relevant Sky High securities were as follows:
Name Number of Sky High % of Sky High Shares
Shares
--------------- ------------------- ---------------------
John McArthur 41,874* 0.19%
--------------- ------------------- ---------------------
* John McArthur holds 41,874 Sky High Shares beneficially via a self invested personal pension
which are registered in the name of Lawshare Nominees Limited.
(ii) As at the close of business of the disclosure date, the interests of WH Ireland Limited,
as a person acting in concert with Tracsis plc, in relevant Sky High Securties were as follows.
There were no dealings in relevant Sky High Securities by WH Ireland Limited, during the disclosure
period:
Name Number of Sky High % of Sky High Shares
Shares
--------------------- ------------------- ---------------------
WH Ireland Limited* 515,000 2.39%
--------------------- ------------------- ---------------------
* the relevant Sky High shares are held in discretionary accounts on behalf of clients of
WH Ireland Limited.
------------------------------------------------------------------------------------------------------
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"
------------------------------------------------------------------------------------------------
Nil
------------------------------------------------------------------------------------------------
(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"
--------------------------------------------------------------------------------------------------
(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.
--------------------------------------------------------------------------------------------------
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO ------------------------------------- --- Supplemental Form 8 (SBL) NO ------------------------------------- --- Date of disclosure: 26 March 2013 --------------------- -------------- Contact name: Katy Mitchell --------------------- -------------- Telephone number: 07917 442517 --------------------- --------------
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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