I-DESIGN GROUP PLC 
By ?
This is a correction of the announcement from 10:52 13/02/13 GMT (RNS: 7927X). Reason for correction: Irrevocable undertakings for 90,000 in-the-money options were incorrectly listed as being received from Ana Stewart which were actually received from Ian Sunter.
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 the disclosure: | Cardtronics Creative UK Limited |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | n.a. |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | i-design Group plc |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEROR |
(e) Date position held: | 12 February 2013 |
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | NO |
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: | ||||
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 0 | 0 | 0 | 0 |
(2) Derivatives (other than options): | 0 | 0 | 0 | 0 |
(3) Options and agreements to purchase/sell: | 0 | 0 | 0 | 0 |
TOTAL: | 0 | 0 | 0 | 0 |
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 right exists: | None |
Details, including nature of the rights concerned and relevant percentages: | None |
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): | ||||||||||||||||||||||||||||||||||||||||||||||||||||
* Thisincludes471,000 i-designSharesheldby FontmerleLimited,a company ofwhichJamesFauldsisa director. ** Thisrepresentsthetotalnumber of i-designSharesheldby fundswhichSigmaCapitalhas ultimatecontroland includesi-designSharesheldby theSigmaFundsand SigmaTechnologyManagement. *** Forand on behalf ofMarlboroughFundManagers. Theirrevocableundertakingsgiven by James Faulds, Ana Stewart, Ian Sunter, Mark Hogarth, Ralph Hasselgren, Richard Swinfen and James Vincent will cease tobe bindingif: (i) the Offer Document and the Form of Acceptance are not posted to i-design Shareholders within 28 days of the date of this Announcement (or such later date as Cardtronics and i-design may, with the consent of the Panel, agree); (ii) should the acquisition be implemented by way of a Scheme, the Scheme Document and appropriate form(s) of proxy are not posted to i-design Shareholders within 28 days from the date of the press announcement announcing the change in structure (or such other date as the Panel may require); (iii) the Panel requires that the acquisition not be made; or (iv) the acquisition lapses, is withdrawn at any time or is not implemented, provided that the reason for such lapse, withdrawal or lack of implementation is not because Cardtronics has elected to switch so as to proceed with the acquisition by way of a Scheme rather than by way of the Offer or vice versa. The irrevocable undertaking given by Sigma Technology Management will cease to be binding: (i) if the Offer Document and the Form of Acceptance are not posted to i-design Shareholders within three days of the date of this Announcement (or such later date as Cardtronics and i-design may, with the consent of the Panel, agree); (ii) should the acquisition be implemented by way of a Scheme, if the Scheme Document and appropriate form(s) of proxy are not posted to i-design Shareholders within seven days from the date of the press announcement announcing the change in structure (or such other date as the Panel may require); (iii) if the Panel requires that the acquisition not be made; or (iv) if the acquisition lapses, is withdrawn at any time or is not implemented, provided that the reason for such lapse, withdrawal or lack of implementation is not because Cardtronics has elected to switch so as to proceed with the acquisition by way of a Scheme rather than by way of the Offer or vice versa. The irrevocable undertakings given by Hargreave Hale Limited ("Hargreave Hale"), Rathbone Nominees Limited ("Rathbone Nominees") and Scottish Enterprise will cease to be binding: (i) if the Offer Document and the Form of Acceptance are not posted to i-design Shareholders within 28 days of the date of this Announcement (or such later date as Cardtronics and i-design may, with the consent of the Panel, agree); (ii) should the acquisition be implemented by way of a Scheme, if the Scheme Document and appropriate form(s) of proxy are not posted to i-design Shareholders within 28 days from the date of the press announcement announcing the change in structure (or such other date as the Panel may require); (iii) if the Panel requires that the acquisition not be made; (iv) if the acquisition lapses, is withdrawn at any time or is not implemented, provided that the reason for such lapse, withdrawal or lack of implementation is not because Cardtronics has elected to switch so as to proceed with the acquisition by way of a Scheme rather than by way of the Offer or vice versa; or (v) if an Alternative Offer (as defined below) has been announced by a third party in accordance with the requirements of Rule 2.7 of the City Code. An "Alternative Offer" means an offer by a third party for the entire issued and to be issued share capital of i-design (other than any shares held by such third party or persons acting in concert with it) which the financial adviser to i-design determines (acting reasonably) represents at least a 10 per cent. premium to the value of the acquisition. In such event Cardtronics and each of Hargreave Hale, Rathbone Nominees and Scottish Enterprise agree that where, within 96 hours of the announcement of such Alternative Offer, Cardtronics further announces a revised acquisition in accordance with Rule 2.7 of the City Code, which the financial adviser to i-design determines (acting reasonably) values the i-design Shares at the same or a higher price than under the Alternative Offer, the irrevocable undertakings given by Hargreave Hale, Rathbone Nominees and Scottish Enterprise will remain in force. "i-design Shares" means ordinary shares of 10 pence each in the capital of i-design Group plc The irrevocable undertakings relate to the cash offer made by Cardtronics Creative UK Limited to acquire all of the i-design Shares at a price of 60 pence for each i-design Share which values the entire issued and to be issued share capital of i-design at approximately £8.5m. | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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: |
None |
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: | 13 February 2013 |
| Contact name: | Ben Thompson |
| Telephone number: | 0161 362 6787 |
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 . 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.
This information is provided by RNS
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