Quercus Publishing plc

LSE : QUPP


January 30, 2014 02:00 ET

Rule 8.2

                                                                                                 
                                                                                   30 January 2014
                                                                         GB00B1G17S00/GBP/PLUS-exn
                                                 
                                      Quercus Publishing PLC
                                   ("Quercus" or the "Company")
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                      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:    QUERCUS PUBLISHING 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        QUERCUS PUBLISHING PLC
securities this form relates:
   Use a separate form for each party to the offer
(d)Is the party to the offer making the disclosure the          OFFEREE
offeror or the offeree?
(e)Date position held:                                          29 JANUARY 2014
(f)Has the party previously disclosed, or is it today           
disclosing, under the Code in respect of any other party     NO
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 0.8p EACH

                                                 Interests                   Short positions

                                               Number            %           Number            %
(1)Relevant securities owned and/or                                                               
controlled:
(2)Derivatives (other than options):                                                              
(3)Options and agreements to                                                                      
purchase/sell:
                                                                                               
   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).

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:
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.

(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):

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 of any person acting in concert
with the party to the offer making the disclosure:

3 (a) Quercus Ordinary Shares held by Directors of Quercus Publishing PLC

Director                                 Quercus Ordinary Shares Held                       %
Mark Smith                                        2,747,606                               13.37
Wayne Davies                                       785,500                                3.82
Colin Adams                                         17,500                                0.08
David North                                         10,000                                0.05
Jane Harris                                         2,500                                 0.01
David Potter                                       360,257                                1.75
Barry Mosheim                                        None                                 None

3 (b) Directors' rights to subscribe for Quercus Ordinary Shares

Director                             Quercus Ordinary Shares Under Option                Status
Mark Smith                                         250,000                               vested
Wayne Davies                                       210,000                               vested
Colin Adams                                         83,334                               vested
David North                                        250,000                               vested
Jane Harris                                         85,000                               vested

3 (c) Quercus Ordinary Shares held by Pentland Group PLC

                                         Quercus Ordinary Shares Held                       %
   Pentland Group plc                             9,694,948                               47.19
            
            

            
                                                 
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:                               30 JANUARY 2014
Contact name:                                     JACKIE PANAYI
                                                  QUERCUS PUBLISHING PLC
Telephone number:                                 020 7291 7200

Contact Information

  • Quercus Publishing plc