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(a) Identity of the party to the offer making the disclosure:
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British Telecommunications 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:
Use a separate form for each party to the offer
|
Tikit Group PLC
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(d) Is the party to the offer making the disclosure the offeror or the offeree?
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OFFEROR
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(e) Date position held:
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14 November 2012
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(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?
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YES
If YES, specify which
: Disclosure made in Rule 2.7 announcement dated 14 November 2012
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|
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
|
|
Class of relevant security:
|
||||
|
Interests
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Short positions
|
|||
|
Number
|
%
|
Number
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%
|
|
|
(1) Relevant securities owned and/or controlled:
|
None
|
None
|
||
|
(2) Derivatives (other than options):
|
None
|
None
|
||
|
(3) Options and agreements to purchase/sell:
|
None
|
None
|
||
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TOTAL:
|
None
|
None
|
||
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(b) Rights to subscribe for new securities
|
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Class of relevant security in relation to which subscription right exists:
|
None
|
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Details, including nature of the rights concerned and relevant percentages:
|
None
|
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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):
|
|
Name
|
Number of Tikit Shares
|
Percentage of issued share capital of Tikit (excluding shares under option)
|
|
Mike McGoun1
|
537,253
|
3.65
|
|
David Lumsden2
|
271,123
|
1.84
|
|
Mike Kent3
|
10,000
|
0.07
|
|
Simon Hill
|
170,494
|
1.16
|
|
Nicholas Briant
|
6,500
|
0.04
|
|
Neville Davis
|
35,000
|
0.24
|
|
1
|
The irrevocable undertaking given by Mike McGoun relates to 316,620 Tikit Shares beneficially owned by members of his immediate family. All of the Tikit Shares which are the subject of the irrevocable undertaking given by Mike McGoun are registered in the name of Fitel Nominees Limited.
|
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2.
|
The irrevocable undertaking given by David Lumsden relates to 149,167 Tikit Shares beneficially owned by members of his immediate family and registered in the name of Rock (Nominees) Limited. 37,298 Tikit Shares which are the subject of the irrevocable undertaking given by David Lumsden are registered in the name of Brewin Nominees Limited.
|
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3.
|
The Tikit Shares the subject of the irrevocable undertaking given by Mike Kent are registered in the name of Rock (Nominees) Limited.
|
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(a)
|
BT announces, with the consent of the Panel, that it does not intend to proceed with the Scheme and no Takeover Offer or revised or replacement Scheme is announced in accordance with Rule 2.7 of the Code at the same time;
|
|
(b)
|
the Scheme lapses or is withdrawn and no Takeover Offer or revised or replacement Scheme has been announced, in accordance with Rule 2.7 of the Code, in its place or is announced, in accordance with Rule 2.7 of the Code, at the same time; and
|
|
(c)
|
BT announces publicly that it is implementing the Offer by way of the Takeover Offer and such Takeover Offer:
|
|
(i)
|
does not become wholly unconditional on or before the date being six months following the publication of the offer document in respect of such Takeover Offer; or
|
|
(ii)
|
closes or lapses.
|
|
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
|
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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:
|
|
None
|
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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
|
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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"
|
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None
|
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Supplemental Form 8 (Open Positions)
|
NO
|
|
Supplemental Form 8 (SBL)
|
NO
|
|
Date of disclosure:
|
14 November 2012
|
|
Contact name:
|
Daniel Fitz, General Counsel
Damien Maltarp, Director, Investor Relations
|
|
Telephone number:
|
0207 356 6279 (Daniel Fitz)
0207 356 4909 (Damien Maltarp)
|