Form 8 (OPD) - Rock Solid Images (1144B)

TIDMRSI

RNS Number : 1144B

Rock Solid Images plc

11 April 2012

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:                                  Rock Solid Images PLC 
 (b) Owner or controller of interests and short positions 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 securities this form relates:        Rock Solid Images PLC 
  Use a separate form for each party to the offer 
                                                                                               ---------------------- 
 (d) Is the party to the offer making the disclosure the offeror or the offeree?                OFFEREE 
                                                                                               ---------------------- 
 (e) Date position held:                                                                        10 April 2012 
                                                                                               ---------------------- 
 (f) Has the party previously disclosed, or is it today disclosing, under the Code in respect   NO 
  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:                             Ordinary Shares of 1p each 
                                                       Interests        Short positions 
                                                   -----------------  ------------------ 
                                                      Number      %       Number       % 
                                                   ------------  ---  -------------- 
 (1) Relevant securities owned and/or controlled:       n/a                 n/a 
                                                   ------------  ---  -------------- 
 (2) Derivatives (other than options):                  n/a                 n/a 
                                                   ------------  ---  -------------- 
 (3) Options and agreements to purchase/sell:           n/a                 n/a 
                                                   ------------  ---  -------------- 
                                                        n/a                 n/a 
  TOTAL: 
                                                   ------------  ---  -------------- 
 

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:    n/a 
 Details, including nature of the rights concerned and relevant percentages:   n/a 
                                                                              ---- 
 

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): 
 n/a 
 
   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: 
 
  Director shareholdings                                      As a % of 
                                     total issued 
                    Share Holding   share capital 
  Keith Lough             550,000           0.35% 
  Alan Faichney           125,000           0.08% 
  Peter Reilly          1,705,000           1.08% 
  Richard Cooper          323,306           0.20% 
  Lucy MacGregor        1,064,686           0.67% 
  Bob Auckland            325,000           0.21% 
                        4,092,992           2.59% 
                    -------------  -------------- 
 
 
  Richard Cooper has the following share options and share awards: 
  A share award of 570,859 Ordinary Shares at an award price of 1 pence subject to performance 
  conditions which are required to be met by 30 November 2012 
  Options over 2,750,000 Ordinary Shares at an exercise price of 6 pence with an earliest exercise 
  date of 28 February 2012 and an expiry date of 28 February 2021 
 
  Lucy MacGregor has the following share options and share awards: 
  Options over 141,031 Ordinary Shares at an exercise price of 29.81 pence with an earliest 
  exercise date of 1 December 2004 and an expiry date of 30 November 2013. 
  A share award of 339,030 Ordinary Shares at an award price of 1 pence subject to performance 
  conditions which are required to be met by 30 November 2012 
  Options over 1,750,000 Ordinary Shares at an exercise price of 6 pence with an earliest exercise 
  date of 28 February 2012 and an expiry date of 28 February 2021 
 
  Bob Auckland has the following share options and share awards: 
  A share award of 354,519 Ordinary Shares at an award price of 1 pence subject to performance 
  conditions which are required to be met by 30 November 2012 
  Options over 1,750,000 Ordinary Shares at an exercise price of 6 pence with an earliest exercise 
  date of 28 February 2012 and an expiry date of 28 February 2021 
 
  Current Substantial Shareholders (>20%) 
  Euro Trans Skips AS 
  39,223,865 Ordinary Shares of 1p each 
  Representing c. 24.82% of the current issued share capital 
 
  Euro Trans Skips AS is also deemed to acting in concert with Sector Omega ASA (and its affiliates) 
  In aggregate the Concert party holds 58,260,412 Ordinary Shares of 1p each 
  Representing c. 36.83% of the current issued share capital 
 

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:    11 April 2012 
 Contact name:          Bob Auckland 
                       -------------- 
 Telephone number:      07919 490911 
                       -------------- 
 

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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