BEALE LTD
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: English Rose Enterprises Limited
(b) Owner or controller of interests English Rose Enterprises Limited is a
and short positions disclosed, if wholly-owned subsidiary of Portnard
different from 1(a): Limited, which is owned by Andrew Perloff
and family trusts of Andrew and Harold
The naming of nominee or vehicle Perloff
companies is insufficient. For a
trust, the trustee(s), settlor and
beneficiaries must be named.
(c) Name of offeror/offeree in Beale PLC
relation to whose relevant securities
this form relates:
Use a separate form for each
offeror/offeree
(d) Is the discloser the offeror or OFFEROR
the offeree?
(e) Date position held: 19 January 2015
The latest practicable date
prior to the disclosure
(f) In addition to the company in 1 N/A
(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"
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: Ordinary Shares of 5p
each
ISIN GB0002559291
Interests Short
positions
Number % Number %
(1) Relevant securities owned and/or controlled: None None None None
(2) Cash-settled derivatives: None None None None
(3) Stock-settled derivatives (including options) and None None None None
agreements to purchase/sell:
TOTAL: None None 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 None
percentages:
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:
Number of Beales Percentage of Beales Shares
Name Shares in issue
Panther Securities plc* 4,074,493 19.85
Maland Pension Fund** 1,788,000 8.71
Andrew Perloff 212,507 1.04
Kimberley Perloff*** 25,000 0.12
Total 6,100,000 29.72
* Panther Securities plc, which is quoted on AIM, is controlled by Andrew
Perloff and members of his family
** Maland Pension Fund is a pension fund established for the sole benefit of
Andrew Perloff
*** Kimberley Perloff is Andrew Perloff's wife
In addition, Portnard Limited holds 7,000,000 preference shares with an
agreement to acquire a further 983,953 preference shares on 30 April 2016
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: 21 January 2015
Contact name: David Worlidge
Telephone number: 0207 628 2200
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 .
