Form 8 (OPD) (Lincat Group Plc) (4577D)

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RNS Number : 4577D

Middleby Holding UK Limited

23 March 2011

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        Middleby Holding UK Ltd ("Bidco") 
     offer making the disclosure: 
     (b) Owner or controller of interests    The Middleby Corporation 
     and short positions disclosed, if 
     different from 1(a): The naming of 
     nominee or vehicle companies is 
     insufficient 
                                            ---------------------------------- 
     (c) Name of offeror/offeree in          Lincat Group plc ("Lincat") 
     relation to whose relevant securities 
     this form relates: Use a separate 
     form for each party to the offer 
                                            ---------------------------------- 
     (d) Is the party to the offer making    Offeror 
     the disclosure the offeror or the 
     offeree? 
                                            ---------------------------------- 
     (e) Date position held:                 23 March 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 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      Nil     N/A      Nil       N/A 
     controlled: 
                                             -------  ----  -----------  ----- 
     (2) Derivatives (other than options):     Nil     N/A      Nil       N/A 
                                             -------  ----  -----------  ----- 
     (3) Options and agreements to             Nil     N/A      Nil       N/A 
     purchase/sell: 
                                             -------  ----  -----------  ----- 
     TOTAL:                                    Nil     N/A      Nil       N/A 
                                             -------  ----  -----------  ----- 
 

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   Nil 
  right exists: 
 Details, including nature of the rights concerned              Nil 
  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): 
 Bidco has received irrevocable undertakings (including 
  those from the directors of Lincat) to vote, or to 
  procure (or, in the case of 27,934 Lincat shares representing 
  approximately 0.5% of the current issued share capital 
  of Lincat, to use best endeavours to procure) that 
  the registered holder votes, in favour of the resolutions 
  relating to the acquisition of the entire issued and 
  to be issued ordinary share capital of Lincat by Bidco 
  (the "Acquisition") to be implemented by means of 
  a court sanctioned scheme of arrangement (the "Scheme") 
  under Part 26 of the Companies Act 2006 (or, in the 
  event that the Acquisition is implemented by means 
  of a takeover offer (as such term is defined in section 
  974 of the Act) (the "Offer"), to accept or procure 
  acceptance of (or, in the case of 27,934 Lincat shares 
  representing approximately 0.5% of the current issued 
  share capital of Lincat, to use best endeavours to 
  procure acceptance of) the Offer) in respect of Lincat 
  shares representing, in aggregate, approximately 51.2% 
  of the current issued share capital of Lincat. 
                                     Percentage of 
                                       the current 
                      Total Number    issued share 
                                of      capital of 
   Name              Lincat shares          Lincat 
   Martin 
    Craddock             1,144,910          20.85% 
   Paul Bouscarle          493,045           8.98% 
   Richard Kemp             22,575           0.41% 
   Terry Storey              4,527           0.08% 
   Steve Mitchell            1,901           0.03% 
   Alan Schroeder            5,652           0.10% 
   Marilyn 
    Schroeder               27,105           0.49% 
   Renata Kemp               5,359           0.10% 
   John Craddock           377,432           6.87% 
   Philip and 
    Diana 
    Bouscarle              223,772           4.07% 
   John and 
    Doreen Hill            161,808           2.95% 
   Jan Atherton              1,206           0.02% 
   Ailsa Craddock           13,000           0.24% 
   Tim Tindle                3,372           0.06% 
   Sub-total             2,485,664           45.3% 
  These irrevocable undertakings will continue to be 
  binding in the event that a higher competing offer 
  for Lincat is made. 
                                        Percentage 
                                            of the 
                                           current 
                       Total Number   issued share 
                          of Lincat     capital of 
   Name                      shares         Lincat 
   Marlborough Fund 
    Managers 
    (Marlborough UK 
    Micro-Cap 
    Growth Fund and 
    Marlborough 
    Special 
    Situations 
    Fund)                   324,500          5.91% 
   Total                  2,810,164          51.2% 
  This irrevocable undertaking will cease to be binding 
  if: (i) a competing cash offer for all Lincat shares 
  is announced which values each Lincat share at a price 
  which equals or exceeds 110% of the value of the consideration 
  per Lincat share available under the terms of the 
  Acquisition; (ii) Bidco does not, within ten days 
  of the announcement of such competing offer, announce 
  a revised offer which values each Lincat share at 
  a price equal to or greater than the value of the 
  consideration per Lincat share under the terms of 
  the competing offer; and (iii) the provider of the 
  irrevocable undertaking notifies Bidco within three 
  days of the expiry of such ten day period that its 
  obligations under the irrevocable undertaking have 
  ceased to have effect. 
  The obligations under the irrevocable undertakings 
  extend to any shares received pursuant to the exercise 
  of options held by the relevant persons. 
  Each of the above irrevocable undertakings will cease 
  to be binding on the earlier of the following occurrences: 
  -- if the Scheme has not become effective by 6.00 
  p.m. on 30 September 2011 (or such later time or date 
  as agreed between Bidco and Lincat, with the approval 
  of the Court and/or the Panel on Takeovers and Mergers 
  (the "Panel") if required) and an Offer has not been 
  announced prior to that time; or 
  -- if the Scheme lapses or (with the consent of the 
  Panel) is withdrawn and no Offer is announced within 
  14 days of such lapse or withdrawal; or 
  -- if an Offer, if made, lapses or (with the consent 
  of the Panel) is withdrawn without becoming or being 
  declared unconditional in all respects. 
 

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 
 

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" 
 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 
      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" 
 None 
 

(c) Attachments

Are any Supplemental Forms attached?

 
 Supplemental Form 8 (Open Positions)   No 
 Supplemental Form 8 (SBL)              No 
                                       --- 
 
 
 Date of disclosure:    23 March 2011 
 Contact name:          Timothy Fitzgerald 
                       ------------------- 
 Telephone number:      [phone] 
                       ------------------- 
 

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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