Worthington Group PLC

M&A Activity • Apr 29, 2015

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RNS Number : 6992L

Worthington Group PLC

29 April 2015

Worthington Group plc ("the Company" or "Worthington")

29th April 2015

FOR IMMEDIATE RELEASE

Disclosure announcement under rule 8.1 and 8.2 of the Takeover Code

In accordance with Takeover Code rule 8.1 & 8.2, the Company makes the following announcement:

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) Full name of discloser:	Worthington Group 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.  For a trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Worthington Group Plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	28th April 2015
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	NO

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

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.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	None		None
(2) Cash-settled derivatives:	None		None
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	None		None
TOTAL:	None		None

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), 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:	None
Details, including nature of the rights concerned and relevant percentages:	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 (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

Mr Douglas Ware, director of Worthington Group Plc and controller of European & Asian Ltd, 3rd Floor, Jonsim Place, 228 Queen's Road East, Wanchai, Hong Kong, owner of relevant securities for the benefit of Mr Ware's family:

Class of relevant security:	Ordinary Shares Worthington Group Plc
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	785,000	3.14%	None
(2) Cash-settled derivatives:	None		None
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	None		None
TOTAL:	785,000	3.14%	None

Class of relevant security:	Secured Convertible Loan Notes at 10p 2019 Worthington Group Plc
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	3,024,000	65.54%	None
(2) Cash-settled derivatives:	None		None
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	None		None
TOTAL:	3,024,000	65.54%	None

Class of relevant security:	Placing Warrants  exercisable at 10p 2017 Worthington Group Plc
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	3,024,000	25.20%	None
(2) Cash-settled derivatives:	None		None
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	None		None
TOTAL:	3,024,000	25.20%	None

Class of relevant security:	Warrants exercisable at 10p 2020 Worthington Group Plc
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	8,000,000	80.00%	None
(2) Cash-settled derivatives:	None		None
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	None		None
TOTAL:	8,000,000	80.00%	None

Mr Richard Spurway, director of Worthington Group Plc, owner of relevant securities:

Class of relevant security:	Placing Warrants exercisable at 10p 2017  Worthington Group Plc
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	240,000	2.00%	None
(2) Cash-settled derivatives:	None		None
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	None		None
TOTAL:	240,000	2.00%	None

Class of relevant security:	Warrants exercisable at 10p 2020  Worthington Group Plc
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	2,000,000	20.00%	None
(2) Cash-settled derivatives:	None		None
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	None		None
TOTAL:	2,000,000	20.00%	None

Details of any open stock-settled derivative positions (including traded options), 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: Irrevocable commitments and letters of intent should not be included. 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:	29th April 2015
Contact name:	Mr Douglas Ware, Director
Telephone number:	0207 769 6741

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 disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

About Worthington Group Plc ("Worthington")

Worthington (Stock Exchange LSE: WRN) is a British investment company that  celebrates its 61st anniversary as a London Stock Exchange main market listed company this year. The Company has four areas of investment focus: property, litigation claims, new economy and emerging markets. The Company believes that exceptional shareholder returns can be achieved by utilising its main market Sterling paper to acquire investments in these sectors worldwide.

Note: Forward-looking statements contained in this announcement, including Worthington's strategy and plans, as well as expectations for future revenue and earnings, reflect Worthington's   current views and assumptions with respect to future events and are subject to certain risks, uncertainties and assumptions. There are many factors that may cause actual results achieved to differ materially from expectations for future results and expectations that may be expressed in or form an assumption of such forward-looking statements. Such factors include risks related to the day to day business of Worthington, client volatility, sales fluctuations, the general economic climate, political and environment and  other risks,  cancellations,  software failures and interruption to service to customers due to technical problems, acquisition delays  and failure as well as other uncertainties related to the results of Worthington including risks of delays or closure of projects, price falls, currency fluctuations and changes in contract terms, legislation and administrative practices, as well as competition risk and other unforeseen factors. If one or more of such risks or factors of uncertainty were to materialise, or should one or more of the statements provided prove to be incorrect, actual developments may differ materially from the forward-looking statements contained in this announcement.

Enquiries:

Media information                                                        Tel: +44 203 291 1872

or email: media@worthingtongroupplc.com

PD Cosec - Company Secretary                                        Tel: +44 208 940 0963

Website: www.worthingtongroupplc.com

Statement ends.

This information is provided by RNS

The company news service from the London Stock Exchange

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