Form 8 (DD) - Coolabi plc

 
TIDMCOO 
 
 

FORM 8 (DD)

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

1.KEY INFORMATION

 
(a) Identity of the party          Edge Performance VCT plc 
to the offer or person 
acting in  concert making 
the disclosure: 
(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        Coolabi plc 
in relation to whose 
relevant  securities 
this form relates: 
Use a separate form for 
each offeror/offeree 
(d) Status of person making        Acting in concert with the offeror 
the disclosure:                    North Promotions Limited 
e.g. offeror, offeree, person 
acting in concert with the 
offeror/offeree (specify 
name of offeror/offeree) 
(e) Date dealing undertaken:       10 November 2011 
(f) Has the party previously       No 
disclosed, 
or is it today  disclosing, 
under the Code in respect of any 
other party to this  offer? 
 
 

2.POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(a)Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing

 
Class of relevant security:     1p ordinary shares 
                                Interests          Short positions 
                                Number      %      Number  % 
(1) Relevant securities owned   16,785,040  26.64 
and/or controlled: 
(2) Derivatives (other 
than options): 
(3) Options and agreements 
to purchase/sell: 
TOTAL:                          16,785,040  26.64 
 
 
Class of relevant security:             Convertible loan notes 
                                        Interests       Short positions 
                                        GBP       %       Number  % 
(1) Relevant securities owned           56,212  100.00 
and/or controlled: 
(2) Derivatives (other than options): 
(3) Options and agreements 
to purchase/sell: 
TOTAL:                                  56,212  100.00 
 
 

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 (including directors' and other executive options)

 
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.

3.DEALINGS BY THE PERSON MAKING THE DISCLOSURE

(a)Purchases and sales

 
Class of relevant  Purchase/sale Number of securities Price per unit 
security 
 
 

(b)Derivatives transactions (other than options)

 
Class of relevant   Product      Nature of            Number of reference  Price per unit 
security            description  dealing              securities 
                    e.g. CFD     e.g. 
                                 opening/closing 
                                 a 
                                 long/short 
                                 position, 
                                 increasing/reducing 
                                 a 
                                 long/short 
                                 position 
 
 

(c)Options transactions in respect of existing securities

(i)Writing, selling, purchasing or varying

 
Class of   Product          Writing,      Number         Exercise price  Type            Expiry date  Option money 
relevant   descriptione.g.  purchasing,   of securities  per unit        e.g. American,               paid/ 
security   call             selling,      to                             European etc.                received 
           option           varying etc.  which option                                                per unit 
                                          relates 
 
 

(ii)Exercising

 
Class of relevant   Product description  Number         Exercise price 
security            e.g. call option     of securities  per unit 
 
 

(d)Other dealings (including subscribing for new securities)

 
Class of relevant   Nature of        Details       Price per unit (if 
security            dealing                        applicable) 
                    e.g. 
                    subscription, 
                    conversion 
Ordinary shares     Loan             GBP505,902      6.75p 
                    note conversion  converted 
                                     to 7,494,844 
                                     ordinary 
                                     shares 
 
 

The currency of all prices and other monetary amounts should be stated.

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

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 or 
person acting in  concert making the disclosure and any other person: 
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 or person acting in concert  making the 
disclosure 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:   11 November 2011 
Contact name:         Adrian Baillie 
Telephone number:     020 7317 1300 
 
 

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] 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.