Form 8.3 - Shed Media plc
15 September 2010 - 3:46PM
UK Regulatory
TIDMAV. TIDMSHDP
RNS Number : 7610S
Aviva PLC
15 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) | Offeree: |
| Name | SHED |
| of | MEDIA |
| offeror/offeree | PLC |
| 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) | Dealing |
| Date | undertaken |
| position | on |
| held/dealing | 14 |
| undertaken: | SEPTEMBER |
| | 2010 |
+--------------------+--------------+
| (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 | Ordinary shares of GBP 0.001 each |
| 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: | | | | |
+----------------+-----------+--------+--------+--------+
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 | | | |
+----------+---------------+------------+--------+
| | | | |
| | | | |
+----------+---------------+------------+--------+
(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 | | |
+----------+---------------+---------+-------------+
| Ordinary | TERMINATION | Further | GBP |
| shares | OF AN | details | 0.855887 |
| of GBP | AGREEMENT | set out | |
| 0.001 | TO SELL | below | |
| each | | in 4(a) | |
+----------+---------------+---------+-------------+
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. As |
| announced |
| on 16 |
| June |
| 2010, 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 was |
| 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 |
| was |
| subsequently |
| satisfied. |
| |
| 4. On 14 |
| September |
| 2010, which |
| was the due |
| date for |
| completion, |
| 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) |
| was at least |
| 25% higher |
| than the |
| consideration |
| set out in |
| the SPA and |
| the Seller |
| has exercised |
| its right |
| under the SPA |
| to terminate |
| the SPA, such |
| that the |
| transfer of |
| the Shares to |
| the Purchaser |
| shall not |
| take place. |
| |
+-----------------+
(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 | 15 |
| 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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