TIDMMXM
RNS Number : 2243G
Maxima Holdings PLC
09 May 2011
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 Maxima Holdings plc
the disclosure:
(b) Owner or controller of interests and short N/A
positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is
insufficient
(c) Name of offeror/offeree in relation to Maxima Holdings plc
whose relevant securities this form relates:
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: 6 May 2011
(f) Has the party previously disclosed, or is NO
it today disclosing, under the Code in respect If YES, specify which:
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: Ordinary shares of 1p each
Interests Short positions
Number % Number %
(1) Relevant securities owned N/A N/A N/A N/A
and/or controlled:
(2) Derivatives (other than N/A N/A N/A N/A
options):
(3) Options and agreements to N/A N/A N/A N/A
purchase/sell:
TOTAL: N/A N/A N/A N/A
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 relation to which subscription None
right exists:
Details, including nature of the rights concerned None
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):
N/A
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:
Ordinary shares of 1p each
Kelvin Harrison 3,690,029 14.61%
Graham Kingsmill 60,272 0.24%
David Memory 56,688 0.22%
Michael Brooke 32,720 0.13%
Robin Williams 10,000 0.04%
Options to acquire ordinary shares of 1p each
Options Exercise Price Expiration Conditions
Date
Kelvin Harrison 325,000 GBP1.10 Nov 2014
2,882 GBP1.665 Apr 2012
54,348 GBP0.01 Sep 2018 LTIP, exercisable
as to 30% if
EPS annual growth
(in excess of
inflation) is
10% from the
base year 2008,
and up to 100%
(pro rata) if
EPS annual growth
(in excess of
inflation) is
16%
54,347 GBP0.01 Sep 2018 LTIP, exercisable
as to 30% if total
shareholder return
is median, as
compared to the
FTSE All Share
Software and
Computer Services
Sector from the
base year 2008,
and up to 100%
(pro rata) if
total shareholder
return is upper
quartile
Graham Kingsmill 509,434 GBP0.01 Apr 2019 LTIP, exercisable
in full if share
price is at least
GBP1.75 at April
2012 or, if the
Company is sold,
exercisable in pro
rata amount
starting at a
price of GBP1.00,
and up to GBP1.75
David Memory 377,358 GBP0.01 Apr 2019 LTIP, exercisable
in full if share
price is at least
GBP1.75 at April
2012 or, if the
Company is sold,
exercisable in pro
rata amount
starting at a
price of GBP1.00,
and up to GBP1.75
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: 9 May 2011
Contact name: David Memory, Company Secretary
Telephone number: +44 (0) 1242 211 211
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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