O TWELVE ESTATES LIMITED 
By 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: | VIII Investment UK S.à. r.l. |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | An entity entirely owned by funds managed and/or advised by Westbrook Partners. |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | O Twelve Estates Ltd. |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEROR |
(e) Date position held: | 27 June 2012 |
(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: | Ordinary shares of 1p each | |||
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 370,025,139 | 77.06 | 0 | 0 |
(2) Derivatives (other than options): | 0 | 0 | 0 | 0 |
(3) Options and agreements to purchase/sell: | 0 | 0 | 0 | 0 |
TOTAL: | 370,025,139 | 77.06 | 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): |
VIII Investment UK S.à r.l. has received irrevocable undertakings from Phillip Rhodes, Howard Stanton, Quentin Spicer, Richard Barnes and Peter Radford (the Independent Directors) to accept the offer (or procure that the offer be accepted) in respect of their beneficial holdings of shares in O Twelve Estates Ltd. (O Twelve), amounting in aggregate to 1,070,000 shares in O Twelve, representing approximately 0.22 per cent. of O Twelve's existing issued share capital as at 27 June 2012. These irrevocable undertakings will continue to be binding even if a competing offer is made for O Twelve which exceeds the value of the Offer and even if such higher offer is recommended for acceptance by the directors of O Twelve. The Independent Directors who have given irrevocable undertakings are as follows: Name Number of shares in O Twelve % of issued share capital Phillip Rhodes 588,000 0.12 Howard Stanton 221,000 0.05 Quentin Spicer 25,000 0.01 Richard Barnes 196,000 0.04 Peter Radford 40,000 0.01 |
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: |
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: | 27 June 2012 |
| Contact name: | Andy Gummer |
| Telephone number: | +44 (0)207 659 9456 |
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 atmonitoring@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.
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