Form 8 - (OPD) WorkPlace Systems International plc

 
TIDMWSI 
 
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  WorkPlace Systems 
the disclosure:                                International 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     WorkPlace Systems 
whose relevant securities this form relates:   International plc ("WSI plc") 
 
Use a separate form for each party to the 
offer 
 
(d) Is the party to the offer making the       OFFEREE 
disclosure the offeror or the offeree? 
 
(e) Date position held:                        14 December 2011 
 
(f) Has the party previously disclosed, or is  NO 
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: 5 p Ordinary Shares 
 
                            Interests           Short positions 
 
 
                      Number         %        Number         % 
 
(1) Relevant            Nil          -          Nil          - 
securities owned 
and/or controlled: 
 
(2) Derivatives         Nil          -          Nil          - 
(other than 
options): 
 
(3) Options and         Nil          -          Nil          - 
agreements to 
purchase/sell: 
 
TOTAL:                  Nil          -          Nil          - 
 
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         None 
relation to which subscription right 
exists: 
 
Details, including nature of the      None 
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): 
 
None 
 
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: 
 
Name                          No. of 5 pence                   % 
                              ordinary shares 
                              interested in 
Directors of WSI plc 
 
Ian Lenagan                   68,328,803                     46.1% 
 
John Herring                  588,956                        0.4% 
 
Nigel Garrett (1)             2,209,390                      1.5% 
 
Ian Mills (2)                 528,780                        0.4% 
 
 
(1) Includes 741,430 shares held by close relatives 
 
(2) Includes 56,900 shares held by close relatives 
 
Name                     Options to purchase shares     Exercise price      Expiry date 
 
Directors of WSI plc 
 
Ian Lenagan              -                              -                    - 
 
John Herring             -                              -                    - 
 
Nigel Garrett            100,000                        5p                   24/07/2012 
 
                         100,000                        9.75p                01/07/2013 
 
                         100,000                        11.5p                01/07/2014 
 
                         350,000                        7.25p                21/06/2017 
 
Ian Mills                100,000                        5p                   24/07/2012 
 
                         100,000                        9.75p                01/07/2013 
 
                         100,000                        11.5p                01/07/2014 
 
                         300,000                        7.25p                21/06/2017 
 
                         11,837                         8.3p                 01/03/2013 
 
                         11,625                         8.4p                 01/03/2014 
 
 
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:                    16 December 2011 
 
Contact name:                          Paul Wright - WorkPlace Systems 
                                       International plc 
 
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. 
 
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END