Abu Dhabi Capital Management LLC Form 8 (DD) - [Spadille Limited] (3779X)

TIDMNTA

RNS Number : 3779X

Abu Dhabi Capital Management LLC

07 February 2013

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     Abu Dhabi Capital Management LLC 
 in concert making the disclosure: 
 (b) Owner or controller of interests and short positions    Spadille Limited is wholly owned by Abu Dhabi Capital 
 disclosed, if different from 1(a):                          Management LLC 
 The naming of nominee or vehicle companies is 
 insufficient 
                                                            ---------------------------------------------------------- 
 (c) Name of offeror/offeree in relation to whose relevant   Northacre 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:                                06/02/13 
                                                            ---------------------------------------------------------- 
 (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: 
                                                          Interests         Short positions 
                                                    --------------------  ------------------ 
                                                       Number       %         Number      % 
                                                    -----------  -------  -------------  --- 
 (1) Relevant securities owned and/or controlled:    13,230,000   49.51%        -         - 
                                                    -----------  -------  -------------  --- 
 (2) Derivatives (other than options):                   -          -           -         - 
                                                    -----------  -------  -------------  --- 
 (3) Options and agreements to purchase/sell:         135,000     0.50%         -         - 
                                                    -----------  -------  -------------  --- 
     TOTAL:                                          13,365,000   50.01%        -         - 
                                                    -----------  -------  -------------  --- 
 

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:    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.

   3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE 
   (a)        Purchases and sales 
 
 Class of relevant security    Purchase/sale    Number of securities   Price per unit 
       Ordinary shares            Purchase             40,000               96p 
                              ---------------  ---------------------  --------------- 
 
   (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.

   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)   YES 
 Supplemental Form 8 (SBL)              NO 
                                       ---- 
 
 
 Date of disclosure:    7 February 2013 
 Contact name:          Mustafa Kheriba 
                       ---------------- 
 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.

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

   1.         KEY INFORMATION 
 
 Identity of person whose open positions are being disclosed:                         Abu Dhabi Capital Management LLC 
 Name of offeror/offeree in relation to whose relevant securities the disclosure      Northacre plc 
 relates: 
                                                                                     --------------------------------- 
 
   2.         OPTIONS AND DERIVATIVES 
 
    Class of          Product         Written or        Number of      Exercise price         Type         Expiry date 
    relevant        description        purchased      securities to       per unit       e.g. American, 
    security         e.g. call                         which option                       European etc. 
                       option                         or derivative 
                                                         relates 
 
 
   3.         AGREEMENTS TO PURCHASE OR SELL ETC. 
 
 Full details should be given so that the nature of the 
  interest or position can be fully understood: 
 
   Spadille has on 16 January 2013 contractually agreed to 
   acquire a further 135,000 shares from one of the existing 
   directors of Northacre, Mohammed AlRafi, subject to his 
   shares being dematerialised into certificated form. 
 

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to contracts for differences ("CFDs") or spread bets.

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

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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