Form 8.3 - Shed Media plc
10 September 2010 - 4:20PM
UK Regulatory
TIDMAV. TIDMSHDP
RNS Number : 5182S
Aviva PLC
10 September 2010
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
+--------------------+--------------+
| (a) | AVIVA |
| Identity | PLC |
| of the | AND |
| person | ITS |
| whose | SUBSIDIARIES |
| positions/dealings | |
| are being | |
| disclosed: | |
+--------------------+--------------+
| (b) | N/A |
| Owner | |
| or | |
| controller | |
| of | |
| interests | |
| and short | |
| positions | |
| disclosed, | |
| if | |
| different | |
| from 1(a): | |
| The | |
| naming of | |
| nominee or | |
| vehicle | |
| companies | |
| is | |
| insufficient | |
+--------------------+--------------+
| (c) | SHED |
| Name | MEDIA |
| of | PLC |
| offeror/offeree | |
| in relation to | |
| whose relevant | |
| securities this | |
| form relates: | |
| Use a | |
| separate form | |
| for each | |
| offeror/offeree | |
+--------------------+--------------+
| (d) If | N/A |
| an | |
| exempt | |
| fund | |
| manager | |
| connected | |
| with an | |
| offeror/offeree, | |
| state this and | |
| specify identity | |
| of | |
| offeror/offeree: | |
+--------------------+--------------+
| (e) | 09 |
| Date | SEPTEMBER |
| position | 2010 |
| held/dealing | |
| undertaken: | |
+--------------------+--------------+
| (f) | NO |
| Has | |
| the | |
| discloser | |
| previously | |
| disclosed, | |
| or are | |
| they today | |
| 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 (if
any)
+----------------+------------+--------+--------+--------+
| Class | ORD GBP0.001 |
| of | |
| relevant | |
| security: | |
| | |
+----------------+---------------------------------------+
| | Interests |Short positions |
| | | |
+ +---------------------+-----------------+
| | Number | % |Number | % |
+----------------+------------+--------+--------+--------+
| (1) | 8,908,365 |10.259 | 0 | 0 |
| Relevant | | | | |
| securities | | | | |
| owned | | | | |
| and/or | | | | |
| controlled: | | | | |
+----------------+------------+--------+--------+--------+
| (2) | 0 | 0 | 0 | 0 |
| Derivatives | | | | |
| (other than | | | | |
| options): | | | | |
+----------------+------------+--------+--------+--------+
| (3) | 0 | 0 | 0 | 0 |
| Options | | | | |
| and | | | | |
| agreements | | | | |
| to | | | | |
| purchase/sell: | | | | |
+----------------+------------+--------+--------+--------+
| | | | | |
| |8,908,365* |10.259 | 0 | 0 |
| TOTAL: | | | | |
+----------------+------------+--------+--------+--------+
*PLEASE NOTE THAT AVIVA PLC AND ITS SUBSIDIARIES ARE NOT GENERALLY ENTITLED TO
MAKE OFFER ACCEPTANCE DECISIONS IN RESPECT OF 6,720,902 ORDINARY SHARES OF GBP
0.001 EACH WHICH ARE INCLUDED IN THIS TOTAL (FURTHER DETAILS ARE SET OUT IN 4(a)
BELOW).
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).
(b) Rights to subscribe for new securities (including directors' and
other executive options)
+--------------+--------+
| Class | |
| of | |
| relevant | |
| security | |
| in | |
| relation | |
| to which | |
| subscription | |
| right | |
| exists: | |
+--------------+--------+
| Details, | |
| including | |
| nature of | |
| the | |
| 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.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
+----------+---------------+------------+-------------+
| Class |Purchase/sale | Number | Price |
| of | | of | per |
|relevant | |securities | unit |
|security | | | |
+----------+---------------+------------+-------------+
| | | | |
| ORD | SALE | 723,524 | GBP1.132500 |
| GBP0.01 | | | |
+----------+---------------+------------+-------------+
(b) Derivatives transactions (other than options)
+----------+-------------+---------------------+------------+--------+
| Class | Product | Nature | Number | Price |
| of |description | of | of | per |
|relevant | e.g. CFD | dealing | reference | unit |
|security | | e.g. |securities | |
| | | opening/closing | | |
| | | a long/short | | |
| | | position, | | |
| | |increasing/reducing | | |
| | | a long/short | | |
| | | position | | |
+----------+-------------+---------------------+------------+--------+
| | | | | |
| | | | | |
+----------+-------------+---------------------+------------+--------+
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
+----------+-------------+-------------+------------+----------+-----------+--------+----------+
| Class | Product | Writing, | Number |Exercise | Type |Expiry | Option |
| of |description |purchasing, | of | price | e.g. | date | money |
|relevant | e.g. call | selling, |securities |per unit |American, | | paid/ |
|security | option | varying | to which | | European | |received |
| | | etc. | option | | etc. | |per unit |
| | | | relates | | | | |
+----------+-------------+-------------+------------+----------+-----------+--------+----------+
| | | | | | | | |
+----------+-------------+-------------+------------+----------+-----------+--------+----------+
(ii) Exercising
+----------+-------------+------------+----------+
| Class | Product | Number |Exercise |
| of |description | of | price |
|relevant | e.g. call |securities |per unit |
|security | option | | |
+----------+-------------+------------+----------+
| | | | |
| | | | |
+----------+-------------+------------+----------+
(d) Other dealings (including subscribing for new securities)
+----------+---------------+---------+-------------+
| Class | Nature |Details | Price |
| of | of | | per |
|relevant | dealing | | unit |
|security | e.g. | | (if |
| |subscription, | |applicable) |
| | 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 person |
| making the |
| disclosure and |
| any party to |
| the offer or |
| any person |
| acting in |
| concert with a |
| party to the |
| offer: |
| If there are |
| no such |
| agreements, |
| arrangements |
| or |
| understandings, |
| state "none" |
+-------------------+
| |
| 1. A |
| conditional |
| sale and |
| purchase |
| agreement |
| ("SPA") |
| dated 1 |
| June 2010 |
| was entered |
| into |
| between, |
| among |
| others, CF |
| I Invest |
| C.V. (the |
| "Seller"), |
| Cyrte |
| Investments |
| B.V. |
| ("Cyrte") |
| and Zodiak |
| Entertainment |
| S.A.S. (the |
| "Purchaser"), |
| in respect of |
| 6,720,902 |
| ordinary |
| shares |
| ("Ordinary |
| Shares") of |
| GBP 0.001 |
| each in the |
| Offeree (the |
| "Shares"). |
| The Shares |
| represented |
| approximately |
| 7.8% of the |
| issued share |
| capital of |
| the Offeree |
| at that time. |
| |
| 2. The sale |
| price under |
| the SPA is |
| GBP 0.855887 |
| per Share, to |
| be reduced by |
| the amount of |
| any cash |
| dividend per |
| Share paid to |
| the Seller by |
| the Offeree |
| from the date |
| of the SPA up |
| to and |
| including the |
| date of |
| completion of |
| the SPA. |
| |
| 3. Completion |
| of the sale |
| of the Shares |
| was subject |
| to a certain |
| condition, |
| being |
| completion of |
| another |
| agreement |
| (for the sale |
| to the |
| Purchaser of |
| RDF Media |
| Group |
| Holdings |
| Limited (the |
| "Sale |
| Agreement")) |
| (the |
| "Condition"). |
| |
| The Condition |
| has since |
| been |
| satisfied. |
| However, the |
| date for |
| completion of |
| the SPA has |
| not yet |
| occurred and |
| so the |
| parties have |
| not yet |
| completed the |
| sale of the |
| Shares to the |
| Purchaser. |
| |
| 4. Pending |
| completion of |
| the sale of |
| the Shares, |
| the Purchaser |
| must instruct |
| the Seller as |
| to what steps |
| the Seller |
| should take |
| (including |
| whether or |
| not to vote |
| in favour or |
| to accept, |
| and, if |
| relevant, |
| what form of |
| consideration |
| to receive) |
| with respect |
| to an offer, |
| scheme of |
| arrangement, |
| merger or |
| business |
| contribution |
| which is |
| announced in |
| relation to |
| the Offeree |
| (a "Takeover |
| Offer"), |
| provided that |
| the Seller |
| has first |
| provided the |
| Purchaser |
| certain |
| information |
| in relation |
| to that |
| Takeover |
| Offer. If the |
| Seller has |
| provided |
| information |
| but the |
| Purchaser |
| does not then |
| provide such |
| instructions, |
| the Seller |
| may be free |
| to respond to |
| the Takeover |
| Offer as it |
| wishes. If |
| the Seller |
| has provided |
| information |
| and the |
| Purchaser |
| does then |
| provide |
| instructions, |
| the Seller is |
| obliged to |
| comply with |
| them. In any |
| case, if the |
| aggregate |
| consideration |
| for the |
| Takeover |
| Offer |
| received by |
| the Seller is |
| wholly in |
| cash and (i) |
| is less than |
| the aggregate |
| consideration |
| to be |
| received by |
| it under the |
| SPA (the |
| "Consideration"), |
| the Purchaser |
| must pay any such |
| shortfall amount |
| to the Seller or |
| (ii) is more than |
| the |
| Consideration, |
| the Seller must |
| pay any such |
| excess amount to |
| the Purchaser. |
| |
| However, the |
| Seller has |
| otherwise |
| retained |
| ownership and |
| Cyrte control of |
| the voting rights |
| generally |
| exercisable in |
| respect of the |
| Shares until |
| completion of the |
| sale of them. |
| |
| 5. If, at |
| completion of the |
| SPA, the value of |
| the Shares (by |
| reference to the |
| closing mid |
| market price of |
| Ordinary Shares |
| as quoted on the |
| AIM market of the |
| London Stock |
| Exchange plc on |
| the business day |
| prior to |
| completion) is: |
| (a) at least 25% |
| lower than the |
| Consideration, |
| the Purchaser may |
| terminate the |
| SPA; or (b) at |
| least 25% higher |
| than the |
| Consideration, |
| the Seller may |
| terminate the |
| SPA. |
| |
| 6. Additionally, |
| the Purchaser may |
| terminate the SPA |
| if, among other |
| things, either of |
| the following |
| occurs: |
| |
| (a) an |
| announcement is |
| made in respect |
| of any proposal |
| (not being a |
| Takeover Offer or |
| open offer, |
| rights issue or |
| other pre-emptive |
| offering of |
| shares in the |
| Offeree) of any |
| person to acquire |
| an interest that |
| confers on any |
| person (alone or |
| with persons |
| acting in concert |
| with him) an |
| "Interest In |
| Securities" (as |
| defined in the |
| City Code on |
| Takeovers and |
| Mergers) in |
| Ordinary Shares |
| which carry 30% |
| or more of the |
| total voting |
| rights of |
| shareholders in |
| the Offeree; or |
| (b) a Takeover |
| Offer is |
| announced which |
| provides for |
| consideration |
| otherwise than |
| wholly in cash. |
| |
| 7. The Seller |
| undertakes not |
| to, on or prior |
| to the date of |
| completion of the |
| SPA, sell, |
| dispose of, |
| encumber or grant |
| any rights over |
| any of the Shares |
| to any person |
| other than in |
| accordance with |
| the SPA. However, |
| the Seller is not |
| prevented from |
| selling Shares |
| where legally |
| required to do so |
| under the |
| Companies Act |
| 2006. In the case |
| of such a sale, |
| if the sale price |
| per Share exceeds |
| GBP 0.855887, the |
| Seller must pay |
| the excess to the |
| Purchaser. |
| However, if, |
| following such a |
| sale, the |
| Condition is not |
| fulfilled and the |
| Sale Agreement |
| terminated, the |
| Purchaser is |
| obliged to repay |
| any such excess |
| amount received |
| from the Seller. |
| |
| 8. The Purchaser |
| agrees not to, |
| and agrees to |
| procure that no |
| one acting on its |
| behalf will, in |
| the 6-month |
| period following |
| completion of the |
| SPA, sell any of |
| the Shares |
| without the |
| Seller's consent. |
| However, that |
| restriction does |
| not apply: (a) to |
| an acceptance of |
| an offer for the |
| entire issued |
| share capital of |
| the Offeree by a |
| person who is not |
| acting in concert |
| with the |
| Purchaser (a |
| "Third Party |
| Offer"); (b) to |
| the giving of an |
| irrevocable |
| undertaking to |
| accept a Third |
| Party Offer; (c) |
| to selling any |
| Shares to a |
| person making a |
| Third Party Offer |
| or a person who |
| has announced a |
| firm intention to |
| make a Third |
| Party Offer; (d) |
| to the transfer |
| of any Shares |
| pursuant to any |
| legally compliant |
| offer made by the |
| Offeree to |
| purchase its own |
| shares which is |
| made on identical |
| terms to all |
| holders of |
| Ordinary Shares; |
| (e) to the |
| transfer or |
| disposal of any |
| Shares pursuant |
| to a compromise |
| or arrangement |
| between the |
| Company and its |
| creditors or any |
| class of them or |
| between the |
| Company and its |
| members or any |
| class of them |
| which is agreed |
| to by the |
| creditors or |
| members and |
| sanctioned by the |
| court; (f) in the |
| event of an |
| intervening court |
| order; or (g) to |
| transfers by the |
| Purchaser to a |
| member of its |
| group. |
| |
+-------------------+
(b) Agreements, arrangements or understandings relating to options or
derivatives
+-----------------+
| Details |
| of any |
| agreement, |
| arrangement |
| or |
| understanding, |
| formal or |
| informal, |
| between the |
| person 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
+--------------+--------+
| Is a | NO |
| Supplemental | |
| Form 8 (Open | |
| Positions) | |
| attached? | |
+--------------+--------+
+-------------+--------------+
| Date | 10 |
| of | SEPTEMBER |
| disclosure: | 2010 |
+-------------+--------------+
| Contact | NEIL |
| name: | WHITTAKER |
+-------------+--------------+
| Telephone | 01603 684420 |
| number: | |
+-------------+--------------+
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
monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available
for consultation in relation to the Code's dealing disclosure requirements on
+44 (0)20 7638 0129.
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
END
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