Form 8 (DD) - Group NBT (5926S)

TIDMNBT TIDMTTM

RNS Number : 5926S

Newton Bidco

23 November 2011

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 to the offer or person acting     Newton Bidco Limited, a vehicle formed by or on behalf of 
 in concert making the disclosure:                           funds managed and advised by HgCapital 
                                                             LLP 
 (b) Owner or controller of interests and short positions    HgCapital LLP 
 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   Group NBT plc 
 securities this form relates: 
 Use a separate form for each offeror/offeree 
                                                            ---------------------------------------------------------- 
 (d) Status of person making the disclosure:                 OFFEROR 
 e.g. offeror, offeree, person acting in concert with the 
 offeror/offeree (specify name of 
 offeror/offeree) 
                                                            ---------------------------------------------------------- 
 (e) Date dealing undertaken:                                22 November 2011 
                                                            ---------------------------------------------------------- 
 (f) Has the party previously disclosed, or is it today      NO 
 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 
                                                       Interests       Short positions 
                                                    ---------------  ------------------ 
                                                     Number     %        Number      % 
                                                    --------  -----  -------------  --- 
 (1) Relevant securities owned and/or controlled:    471,044   1.81 
                                                    --------  -----  -------------  --- 
 (2) Derivatives (other than options): 
                                                    --------  -----  -------------  --- 
 (3) Options and agreements to purchase/sell: 
                                                    --------  -----  -------------  --- 
 
  TOTAL:                                             471,044   1.81 
                                                    --------  -----  -------------  --- 
 

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.

   (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): 
 
 The following holders or controllers of Group NBT Shares have given irrevocable undertakings 
 to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at 
 the General Meeting: 
 
 PART A                                                                     Number of Group NBT 
                         Number of Group NBT    % of Group NBT        Shares under Group 
  Name                   Shares                 Shares in issue       NBT Share Schemes 
  Richard Madden         -                      -                     100,000 
  Raj Nagevadia          2,500                  0.01                  271,698 
  Geoffrey Wicks         500,000                1.92                  316,826 
  Keith Young MBE        887,432(1)             3.41                  - 
  Nordic Venture 
   Partners K/S          1,807,268              6.95                  341,574 
  TOTAL                  3,197,200              12.29                 1,030,098 
 
 
 
 The undertakings listed in this Part A cease to be binding if (i) the Scheme Document is not 
 published within 28 days of the date of 23 September 2011 (or such later date as the Panel 
 may agree), (ii) the Scheme does not become effective (or takeover offer, as applicable, does 
 not become wholly unconditional) on or before the Long Stop Date, or (iii) in the case of 
 the undertakings given by the Group NBT Directors, the Scheme lapses or is withdrawn, and 
 in the case of the undertaking given by Nordic Venture Partners K/S, the Scheme is withdrawn 
 or any competing offer is made which is declared wholly unconditional or otherwise becomes 
 effective. 
 
 PART B                                                                     Number of Group NBT 
                         Number of Group NBT    % of Group NBT        Shares under Group 
  Name                   Shares                 Shares in issue       NBT Share Schemes 
  Herald Investment 
   Management Limited    2,518,250              9.69                  - 
  Blackrock Investment 
   Management (UK) 
   Limited(2)            2,278,527              8.77                  - 
  Artemis Investment 
   Management LLP        2,000,000              7.69                  - 
  TOTAL                  6,796,777              26.15                 - 
 
 
 The undertakings listed in this Part B cease to be binding if (i) the Scheme Document is not 
 published within 28 days of 23 September 2011 (or such later date as the Panel may agree), 
 (ii) the Scheme does not become effective (or takeover offer, as applicable, does not become 
 wholly unconditional) on or before the Long Stop Date, or (iii): 
  *    in the case of the undertaking given by Herald 
       Investment Management Limited (a) the Scheme is 
       withdrawn or any competing offer is made which is 
       declared wholly unconditional or otherwise becomes 
       effective, or (b) a third party makes or announces a 
       firm intention to make an offer for Group NBT on 
       terms which represent at least a 10 per cent. premium 
       to the value of the Cash Offer; 
 
 
  *    in the case of the undertaking given by Blackrock 
       Investment Management (UK) Limited (a) the Scheme 
       lapses or is withdrawn or any competing offer is made 
       which is declared wholly unconditional or otherwise 
       becomes effective, or (b) a third party makes or 
       announces a firm intention to make an offer for Group 
       NBT on terms which represent at least a 5 per cent. 
       premium to the value of the Cash Offer; and 
 
 
  *    in the case of the undertaking given by Artemis 
       Investment Management LLP, the Scheme is withdrawn or 
       a competing offer is made for Group NBT on terms 
       which represent at least a 5 per cent. premium to the 
       value of the Cash Offer . 
 
 
 
 Notes: 
 (1) This includes 37,432 Group NBT Shares beneficially owned by Keith Young through a SIPP. 
 (2) This is the number of Group NBT Shares which Blackrock Investment Management (UK) Limited 
 had the ability to control the voting rights in as at close of business on 22 September 2011. 
 The undertaking given by Blackrock Investment Management (UK) Limited relates to the number 
 of Group NBT Shares which it is able to control the voting rights in as at the record time 
 for the Court Meeting and the General Meeting. Prior to the record time, Blackrock Investment 
 Management (UK) Limited may deal with Group NBT Shares on the instructions of its clients 
 holding direct or indirect interests in such shares. 
 
 
 
   3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE 
   (a)        Purchases and sales 
 
 Class of relevant security    Purchase/sale    Number of securities   Price per unit 
         1p Ordinary              Purchase               1                  550p 
                              ---------------  ---------------------  --------------- 
 
   (b)        Derivatives transactions (other than options) 
 
    Class of relevant       Product description      Nature of dealing         Number of reference      Price per unit 
         security                 e.g. CFD         e.g. opening/closing a           securities 
                                                    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 of       Exercise          Type       Expiry date   Option money 
   relevant     description    purchasing,     securities      price per         e.g.                        paid/ 
   security      e.g. call       selling,       to which         unit         American,                   received per 
                   option      varying etc.      option                        European                       unit 
                                                relates                          etc. 
 
 
   (ii)        Exercising 
 
 Class of relevant security   Product description   Number of securities   Exercise price per unit 
                                e.g. call option 
 
 
   (d)        Other dealings (including subscribing for new securities) 
 
 Class of relevant security         Nature of dealing          Details   Price per unit (if applicable) 
                               e.g. subscription, conversion 
 
 

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.

This trade has been carried out in relation to the recommended scheme of arrangement (the "Scheme") pursuant to which Newton Bidco Limitedis proposing to acquire the entire issued share capital of Group NBT plc, details of which were set out in a circular to Group NBT plc shareholders dated 12 October 2011 ("Scheme Document"). As disclosed in the Scheme Document, for the purposes of implementing the Scheme, Newton Bidco Limited has acquired one ordinary share in Group NBT plc in advance of the Scheme Record Time at 6.00 p.m. on Wednesday 23 November 2011.

The Takeover Panel Executive has confirmed on an ex parte basis that this dealing has no Code consequences.

   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:    23 November 2011 
 Contact name:          Alison Hampton 
                       ----------------- 
 Telephone number:      020 7089 7888 
                       ----------------- 
 

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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