Broadcom Int. Ltd: Form 8 (OPD) (Broadcom Intern | Company Announcements

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Friday 18 June, 2010

Broadcom Int. Ltd

Form 8 (OPD) (Broadcom Intern

RNS Number : 8466N

Broadcom International Ltd

18 June 2010

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:	Broadcom International 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	NA
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer	Innovision Research & Technology PLC
(d) Is the party to the offer making the disclosure the offeror or the offeree?	OFFEROR
(e) Date position held:	17 June 2010
(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:
(2) Derivatives (other than options):
(3) Options and agreements to purchase/sell:
TOTAL:	NIL		NIL

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:

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.

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):

Irrevocable undertakings and letters of intent to accept, or procure the acceptance of the Offer, have been received in respect of a total of 49,555,099 Innovision Shares, representing, in aggregate, approximately 54.13 per cent. of Innovision's existing issued share capital. Further details of such irrevocable undertakings are as follows.

1.1 Directors' Irrevocables

Shareholder and Director Holding of Innovision Shares on the date of this document

Percentage of existing issued share capital of Innovision on the date of this document (%)

Malcolm A. W. Baggott 79,934 0.0873

Ian M. Buckley-Golder 72,350 0.0790

Brian G. McKenzie 41,600 0.0454

Stephen J. Morris 5,500 0.0060

David P. Wollen 74,933 0.0818

Totals: 274,317 0.3

These shares represent, in aggregate, approximately 0.3 per cent. of Innovision's existing issued share capital. These undertakings will remain binding in the event of a competing offer being made for Innovision and will cease to be binding if the Offer lapses or is withdrawn. The undertakings provide that each of the Innovision Directors named above shall, within seven days of the posting of this Offer Document to Innovision Shareholders, accept or procure acceptance of the Offer in accordance with its terms.

The undertakings given by the Innovision Directors also apply to any other Innovision Shares acquired after the date of the undertakings (including Innovision Shares acquired upon the exercise of options) while the Offer remains open for acceptance. The Innovision Directors have agreed that they shall accept or procure the acceptance of the Offer in accordance with its terms in respect of any such Shares allotted to or otherwise acquired after the posting of this Offer Document within two days of the Innovision Directors or their nominees becoming the registered holder of such Innovision Shares.

The Innovision Directors named above have also agreed not to withdraw any acceptance of the Offer.

1.2 Other Innovision Shareholders' Irrevocables

Shareholder (or manager of shareholder interests) Holding of Innovision Shares on the date of this document

Percentage of existing issued share capital of Innovision on the date of this document (%)

Herald Asset Management 11,594,438 12.66

Marc Borrett 7,625,710 8.33

Invesco Asset Management Limited 6,417,264 7.01

Helium Special Sitations Fund Limited 5,250,000 5.73

Gartmore Investment Limited 4,354,195 4.76

Andrew White 2,014,000 2.20

Totals: 37,255,607 40.69

These shares represent, in aggregate, approximately 40.69 per cent. of Innovision's existing issued share capital. These undertakings will remain binding in the event of a competing offer being made for Innovision unless the competing offer is 38.5 pence per Innovision Share or higher, at which point they will lapse. Such irrevocables will cease to be binding if the Offer lapses or is withdrawn.

The undertakings given also apply to any other Innovision Shares acquired after the date of the undertakings while the Offer remains open for acceptance.

1.3 Other Innovision Shareholders' Letters of Intent

Shareholder (or manager of shareholder interests) Holding of Innovision Shares on the date of this document

Percentage of existing issued share capital of Innovision on the date of this document (%)

Schroder Investment Management Limited 7,494,102 8.19

Majedie Asset Management 4,531,073 4.95

Totals: 12,025,175 13.13

These shares represent, in aggregate. approximately 13.13% per cent. of Innovision's existing issued share capital. The letters of intent state the applicable shareholders' intention to accept the Offer at the time the letter of intent was issued.

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

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:

18 June 2010

Contact name:

Office of the General Counsel

Telephone number:

+1 949-926-5498

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

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