Cardtronics Creative UK Limited Replacement - Form 8 (OPD) i-design Group plc (8300X)

TIDMIDG

RNS Number : 8300X

Cardtronics Creative UK Limited

13 February 2013

This is a correction of the announcement from 10:52 13/02/13 GMT (RNS: 7927X). Reason for correction: Irrevocable undertakings for 90,000 in-the-money options were incorrectly listed as being received from Ana Stewart which were actually received from Ian Sunter.

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:                         Cardtronics Creative UK Limited 
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 (b) Owner or controller of interests and short positions disclosed, if different      n.a. 
 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        i-design Group plc 
 relates: 
 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?       OFFEROR 
------------------------------------------------------------------------------------  -------------------------------- 
 (e) Date position held:                                                               12 February 2013 
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 (f) Has the party previously disclosed, or is it today disclosing, under the Code     NO 
 in respect 
 of any other party to this offer? 
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   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:       0      0        0         0 
--------------------------------------------------  --------      -------------  --- 
 (2) Derivatives (other than options):                  0      0        0         0 
--------------------------------------------------  --------      -------------  --- 
 (3) Options and agreements to purchase/sell:           0      0        0         0 
--------------------------------------------------  --------      -------------  --- 
 
   TOTAL:                                               0      0        0         0 
--------------------------------------------------  --------      -------------  --- 
 

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:    None 
----------------------------------------------------------------------------  ----- 
 Details, including nature of the rights concerned and relevant percentages:   None 
----------------------------------------------------------------------------  ----- 
 

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): 
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  Name of i-design                   Number of      Percentage   Number of in-the-money 
    shareholder giving          i-design Shares     of existing             options over 
    undertaking                      in respect    issued share          i-design Shares 
                           of which undertaking         capital               in respect 
                                       is given                     of which undertaking 
                                                                                is given 
   James Faulds                      1,102,840*            7.8%                        - 
   Ana Stewart                        2,272,844           16.1%                        - 
   Ian Sunter                            63,591            0.5%                   90,000 
   Mark Hogarth                          28,666            0.2%                        - 
   Ralph Hasselgren                   1,550,000           11.0%                        - 
   Richard Swinfen                      420,500            3.0%                        - 
   James Vincent                              -               -                   40,000 
   Sigma Technology                 1,804,763**           12.8%                        - 
    Management 
   Hargreave Hale 
    Limited***                          535,000            3.8%                        - 
   Rathbone Nominees 
    Limited                             345,711            2.5%                        - 
   Scottish Enterprise                  656,500            4.7%                        - 
   Total                              8,780,415           62.2%                  130,000 
 
  * This includes 471,000 i-design Shares held by Fontmerle Limited, a company of which James 
  Faulds is a director. 
  ** This represents the total number of i-design Shares held by funds which Sigma Capital has 
  ultimate control and includes i-design Shares held by the Sigma Funds and Sigma Technology 
  Management. 
  *** For and on behalf of Marlborough Fund Managers. 
 
  The irrevocable undertakings given by James Faulds, Ana Stewart, Ian Sunter, Mark Hogarth, 
  Ralph Hasselgren, Richard Swinfen and James Vincent will cease to be binding if: 
 
  (i) the Offer Document and the Form of Acceptance are not posted to i-design Shareholders 
  within 28 days of the date of this Announcement (or such later date as Cardtronics and i-design 
  may, with the consent of the Panel, agree); 
 
  (ii) should the acquisition be implemented by way of a Scheme, the Scheme Document and appropriate 
  form(s) of proxy are not posted to i-design Shareholders within 28 days from the date of the 
  press announcement announcing the change in structure (or such other date as the Panel may 
  require); 
 
  (iii) the Panel requires that the acquisition not be made; or 
 
  (iv) the acquisition lapses, is withdrawn at any time or is not implemented, provided that 
  the reason for such lapse, withdrawal or lack of implementation is not because Cardtronics 
  has elected to switch so as to proceed with the acquisition by way of a Scheme rather than 
  by way of the Offer or vice versa. 
 
  The irrevocable undertaking given by Sigma Technology Management will cease to be binding: 
 
  (i) if the Offer Document and the Form of Acceptance are not posted to i-design Shareholders 
  within three days of the date of this Announcement (or such later date as Cardtronics and 
  i-design may, with the consent of the Panel, agree); 
 
  (ii) should the acquisition be implemented by way of a Scheme, if the Scheme Document and 
  appropriate form(s) of proxy are not posted to i-design Shareholders within seven days from 
  the date of the press announcement announcing the change in structure (or such other date 
  as the Panel may require); 
 
  (iii) if the Panel requires that the acquisition not be made; or 
 
  (iv) if the acquisition lapses, is withdrawn at any time or is not implemented, provided that 
  the reason for such lapse, withdrawal or lack of implementation is not because Cardtronics 
  has elected to switch so as to proceed with the acquisition by way of a Scheme rather than 
  by way of the Offer or vice versa. 
 
  The irrevocable undertakings given by Hargreave Hale Limited ("Hargreave Hale"), Rathbone 
  Nominees Limited ("Rathbone Nominees") and Scottish Enterprise will cease to be binding: 
 
  (i) if the Offer Document and the Form of Acceptance are not posted to i-design Shareholders 
  within 28 days of the date of this Announcement (or such later date as Cardtronics and i-design 
  may, with the consent of the Panel, agree); 
  (ii) should the acquisition be implemented by way of a Scheme, if the Scheme Document and 
  appropriate form(s) of proxy are not posted to i-design Shareholders within 28 days from the 
  date of the press announcement announcing the change in structure (or such other date as the 
  Panel may require); 
 
  (iii) if the Panel requires that the acquisition not be made; 
 
  (iv) if the acquisition lapses, is withdrawn at any time or is not implemented, provided that 
  the reason for such lapse, withdrawal or lack of implementation is not because Cardtronics 
  has elected to switch so as to proceed with the acquisition by way of a Scheme rather than 
  by way of the Offer or vice versa; or 
 
  (v) if an Alternative Offer (as defined below) has been announced by a third party in accordance 
  with the requirements of Rule 2.7 of the City Code. An "Alternative Offer" means an offer 
  by a third party for the entire issued and to be issued share capital of i-design (other than 
  any shares held by such third party or persons acting in concert with it) which the financial 
  adviser to i-design determines (acting reasonably) represents at least a 10 per cent. premium 
  to the value of the acquisition. In such event Cardtronics and each of Hargreave Hale, Rathbone 
  Nominees and Scottish Enterprise agree that where, within 96 hours of the announcement of 
  such Alternative Offer, Cardtronics further announces a revised acquisition in accordance 
  with Rule 2.7 of the City Code, which the financial adviser to i-design determines (acting 
  reasonably) values the i-design Shares at the same or a higher price than under the Alternative 
  Offer, the irrevocable undertakings given by Hargreave Hale, Rathbone Nominees and Scottish 
  Enterprise will remain in force. 
 
  "i-design Shares" means ordinary shares of 10 pence each in the capital of i-design Group 
  plc 
 
  The irrevocable undertakings relate to the cash offer made by Cardtronics Creative UK Limited 
  to acquire all of the i-design Shares at a price of 60 pence for each i-design Share which 
  values the entire issued and to be issued share capital of i-design at approximately GBP8.5m. 
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   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: 
------------------------------------------------------------------------------------------ 
 
   None 
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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" 
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   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" 
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   None 
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   (c)        Attachments 

Are any Supplemental Forms attached?

 
 Supplemental Form 8 (Open Positions)   NO 
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 Supplemental Form 8 (SBL)              NO 
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 Date of disclosure:    13 February 2013 
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 Contact name:          Ben Thompson 
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 Telephone number:      0161 362 6787 
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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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