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FORM 8.3
DISCLOSURE OF OPEN POSITION TO THE PUBLIC / DISCLOSURE OF OPERATIONS BY
A PERSON HOLDING AN INTEREST IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| (a) Full Name of Discloser: | SAMSON ROCK CAPITAL LLP |
| (b) Owner or control of interests and short positions disclosed, if different from 1(a): The designation of nominees or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. |
|
| (c) Name of offeror/offeree in relation to the securities concerned by this form: Use a separate form for each offeror/participant |
PENDRAGON PLC |
| (d) If an exempt fund manager is related to an offeror/beneficiary, state this and provide the identity of the offeror/beneficiary: | |
| (e) Date Position Held/Bargaining Started: For an open position disclosure, indicate the last practicable date before disclosure |
21/10/2022 |
| (f) In addition to the company mentioned in 1(c) above, does the discloser make disclosures regarding any other party to the offer? If it is a cash offer or a possible cash offer, indicate “N/A” |
Nope |
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there are positions or subscription rights to be disclosed in more than one class of relevant securities of the offeror or recipient named in 1(c), copy table 2(a) or (b) (depending on the case) for each additional category of relevant securities. Security.
(a) Interests and short positions in relevant securities of the offeror or recipient to which the disclosure relates following the transaction (if any)
| Class of security concerned: | REGULAR 5p | |||
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities held and/or controlled: | ||||
| (2) Derivatives settled in cash: | 15,262,793 | 1.09 | ||
| (3) Derivative instruments settled in shares (including options) and purchase/sale contracts: | ||||
| TOTAL: | 15,262,793 | 1.09 | ||
All interests and short positions must be disclosed.
Details of all open equity-settled derivative positions (including traded options) or relevant securities purchase or sale agreements must be provided on Supplementary Form 8 (Open Positions).
(b) Rights to subscribe for new securities (including directors’ and other employees’ options)
| Class of securities concerned in relation to which a subscription right exists: | |
| Details, including the nature of the rights affected and the relevant percentages: |
3. OPERATIONS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
Where there have been transactions in more than one class of relevant securities of the originator or recipient named in point 1(c), copy Table 3(a), (b), (c) or (d) ) (as applicable) for each class of relevant securities traded.
The currency of all prices and other monetary amounts must be stated.
(a) Purchases and sales
| Relevant security class | Buy Sell | Number of titles | Price per unit |
(b) Cash-settled derivative transactions
| Relevant security class | Product Description for example CFDs |
Type of transaction e.g. open/close a long/short position, increase/decrease a long/short position |
Number of reference titles | Price per unit |
| 5p REGULAR | EXCHANGE OF SHARES | INCREASE FROM A LONG POSITION | 106,088 | 26.30 GB |
| 5p REGULAR | EXCHANGE OF SHARES | INCREASE FROM A LONG POSITION | 1,000,000 | 26.50 GB |
(c) Equity-settled derivative transactions (including options)
(i) Write, sell, buy or modify
| Relevant security class | Product Description for example call option | Write, buy, sell, vary etc. | Number of shares on which the option relates | Strike price per share | Type for example American, European, etc. |
Expiration date | Option amount paid/received per unit |
(ii) Exercise
| Relevant security class | Product Description for example call option |
Exercise / exercise against | Number of titles | Strike price per unit |
(d) Other transactions (including subscription for new securities)
| Relevant security class | Type of transaction e.g. subscription, conversion |
Details | Unit price (if applicable) |
4. OTHER INFORMATION
(a) Indemnity and Other Commercial Arrangements
| Details of any indemnification or option agreement, or any agreement or understanding, formal or informal, relating to the relevant securities which may be an inducement to trade or refrain from trading entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, indicate “none” |
| NOTHING |
(b) Agreements, Arrangements or Agreements Relating to Options or Derivatives
| Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person regarding: (i) the voting rights of any relevant security under any option; Where (ii) voting rights or the future acquisition or disposal of any relevant security to which any derivative is referenced: If there are no such agreements, arrangements or understandings, indicate “none” |
| NOTHING |
(c) Attachments
| Is an additional form 8 (open positions) attached? | NOPE |
| Disclosure date: | 24/10/2022 |
| Contact Name: | Trishawna Simpson |
| Phone number*: | 02039941800 |
Public disclosures under rule 8 of the code must be made to a regulatory information service.
The Panel’s Market Surveillance Unit can be consulted about the Code’s disclosure requirements on +44 (0)20 7638 0129.
*If the discloser is a natural person, it is not necessary to include a telephone number, provided that the contact details have been provided to the market surveillance unit of the panel.
The Code can be viewed on the Group’s website at www.thetakeoverpanel.org.uk.
