Delcam PLC Share dealings (3461Z)

TIDMDLC

RNS Number : 3461Z

Delcam PLC

05 February 2014

DELCAM PLC

Share dealings

by directors and employee benefit trust

in relation to share option and incentive plans

It was announced on 4 February 2014 that the Court had sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006 in order to effect the recommended acquisition of Delcam plc ("Delcam") by Autodesk Development B.V. ("the Scheme"). Following such sanction certain awards and options over, in aggregate, 578,963 ordinary shares of 10p each in Delcam ("Delcam Shares") were exercised by Directors and employees of Delcam and satisfied by i) the transfer of 101,386 Delcam Shares to the relevant Directors by Delcam Trustees Limited from the employee benefit trust; and ii) by the issue of, in aggregate, 477,577 new Delcam Shares to the relevant Directors and employees. In addition certain Delcam Shares held by Delcam Trustees Limited have been allocated to satisfy awards of shares under the Delcam Approved Employee Share Option Planto certain Directors and employees of Delcam. Details of such options, awards and allocations are summarised in this announcement and (insofar as they relate to Directors and to Delcam Trustees Limited) are the subject of separate announcements today in relation to each such Director and Delcam Trustees Limited under Rule 8 of the City Code on Takeovers and Mergers (the "City Code").

On 4 February 2014 the following awards were exercised by Directors under the Delcam Performance Share Plan:

 
  Award Holder     Date of Award     No. of Delcam Shares 
---------------  -----------------  --------------------- 
 Bart Simpson     2 February 2012           9,000 
---------------  -----------------  --------------------- 
 Bart Simpson      7 January 2013           6,500 
---------------  -----------------  --------------------- 
 Clive Martell    2 February 2012           12,000 
---------------  -----------------  --------------------- 
 Clive Martell     7 January 2013           8,500 
---------------  -----------------  --------------------- 
 Kulwant Singh    2 February 2012           9,000 
---------------  -----------------  --------------------- 
 Kulwant Singh     7 January 2013           6,500 
---------------  -----------------  --------------------- 
 Steven Hobbs     2 February 2012           9,000 
---------------  -----------------  --------------------- 
 Steven Hobbs      7 January 2013           6,500 
---------------  -----------------  --------------------- 
 Total                                      67,000 
----------------------------------  --------------------- 
 

All of these awards are satisfied by the transfer of shares (on 4 February) by Delcam Trustees Limited from the employee benefit trust.

Also on 4 February 2014 the following options were exercised by Directors under the Second Delcam Plc Company Share Option Scheme:

 
 Option Holder    Date of Grant    No. of Delcam    Exercise    Aggregate 
                                       Shares       Price per    Exercise 
                                                      share        Price 
                                                       GBP          GBP 
---------------  ---------------  --------------  -----------  ----------- 
 Bart Simpson      1 March 2009       13,334          2.30      30,668.20 
---------------  ---------------  --------------  -----------  ----------- 
 Bart Simpson     11 March 2010       20,000          2.10      42,000.00 
---------------  ---------------  --------------  -----------  ----------- 
 Clive Martell    11 March 2010       26,667          2.10      56,000.70 
---------------  ---------------  --------------  -----------  ----------- 
 Kulwant Singh    11 March 2010       20,000          2.10      42,000.00 
---------------  ---------------  --------------  -----------  ----------- 
 Steven Hobbs     11 March 2010       20,000          2.10      42,000.00 
---------------  ---------------  --------------  -----------  ----------- 
 Total                                100,001                   212,668.90 
--------------------------------  --------------  -----------  ----------- 
 

Of these, the following elements of those options were satisfied by the transfer of shares (on 4 February) by Delcam Trustees Limited from the employee benefit trust:

 
 Option Holder    Date of Grant    No. of Delcam    Exercise    Aggregate 
                                       Shares       Price per    Exercise 
                                                      share       Price 
                                                       GBP         GBP 
---------------  ---------------  --------------  -----------  ---------- 
 Clive Martell    11 March 2010       14,386          2.10      30,210.60 
---------------  ---------------  --------------  -----------  ---------- 
 Kulwant Singh    11 March 2010       20,000          2.10      42,000.00 
---------------  ---------------  --------------  -----------  ---------- 
 Total                                34,386                    72,210.60 
--------------------------------  --------------  -----------  ---------- 
 

The balance was satisfied by the allotment to the relevant Director (on 4 February 2014) of a total of 65,615 new ordinary shares in Delcam. In addition, on the same date a further 411,962 new ordinary shares in Delcam were allotted pursuant to the exercise of options and awards by non-Director employees of Delcam.

Finally, on 4 February 2014, a total of 1190 shares in Delcam was allocated by Delcam Trustees Limited to satisfy the following awards of partnership and matching shares to Directors under the Delcam Approved Employee Share Option Plan:

 
   Award Holder      Nature of Award    No. of Delcam   Amount accumulated 
                                            Shares           per share 
                                                                GBP 
------------------  -----------------  --------------  ------------------- 
                       Partnership 
 Bart Simpson             Shares             85               14.065 
------------------  -----------------  --------------  ------------------- 
 Bart Simpson        Matching Shares          8                 0 
------------------  -----------------  --------------  ------------------- 
 Bart Simpson           PRP Shares           145              20.631 
------------------  -----------------  --------------  ------------------- 
                       Partnership 
 Clive Martell            Shares             85               14.065 
------------------  -----------------  --------------  ------------------- 
 Clive Martell       Matching Shares          8                 0 
------------------  -----------------  --------------  ------------------- 
 Clive Martell          PRP Shares           145              20.631 
------------------  -----------------  --------------  ------------------- 
                       Partnership 
 Kulwant Singh            Shares             85               14.065 
------------------  -----------------  --------------  ------------------- 
 Kulwant Singh       Matching Shares          8                 0 
------------------  -----------------  --------------  ------------------- 
 Kulwant Singh          PRP Shares           145              20.631 
------------------  -----------------  --------------  ------------------- 
                       Partnership 
 Steven Hobbs             Shares             85               14.065 
------------------  -----------------  --------------  ------------------- 
 Steven Hobbs        Matching Shares          8                 0 
------------------  -----------------  --------------  ------------------- 
 Steven Hobbs           PRP Shares           145              20.631 
------------------  -----------------  --------------  ------------------- 
                       Partnership 
 Edward Lambourne         Shares             85               14.065 
------------------  -----------------  --------------  ------------------- 
 Edward Lambourne    Matching Shares          8                 0 
------------------  -----------------  --------------  ------------------- 
 Edward Lambourne       PRP Shares           145              20.631 
------------------  -----------------  --------------  ------------------- 
 Total                                      1190 
-------------------------------------  --------------  ------------------- 
 

Note that capitalised terms used in this announcement but not defined have the same meaning as in the Scheme Document.

Enquiries:

Delcam [phone]

Kulwant Singh, Finance Director

   Numis (financial adviser, NOMAD and corporate broker to Delcam)     [phone] 

Simon Willis

Freddie Barnfield

Rupert Krefting (corporate broking)

Biddicks (PR adviser to Delcam) [phone]

Katie Tzouliadis

Deborah Walter

Alex Shilov

Numis, which is authorised and regulated by the Financial Conduct Authority, is acting for Delcam and for no-one else in connection with the contents of this announcement and will not be responsible to anyone other than Delcam for providing the protections afforded to clients of Numis, or for providing advice in connection with the matters set out in this announcement or any matters referred to herein. To the fullest extent permitted by applicable law and regulation, Numis, its affiliates, directors, employees and/or agents expressly disclaim any and all liability relating or resulting from the use of all or any part of this announcement or any of the information contained herein.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Document which contains the full terms and conditions of the Acquisition.

This announcement has been prepared for the purposes of complying with the laws of England and Wales and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any other jurisdiction.

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks on Autodesk's or Delcam's websites is incorporated into, or forms part of, this announcement.

Disclosure requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement (as defined in the City Code) in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. on the tenth Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. on the tenth Business Day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure (as defined in the City Code).

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by an offeror and Dealing Disclosures must also be made by the offeree company, by an offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

This information is provided by RNS

The company news service from the London Stock Exchange

END

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