TIDMCLSN
RNS Number : 3700Q
GoldmanSachs International
25 February 2021
The Panel Executive has agreed on an ex-parte basis that the
dealings below have no Code consequences.
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON
ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF
DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: (GS) GOLDMAN SACHS INTERNATIONAL
(b) Owner or controller of interests
and short positions disclosed, if
different from 1(a):
The naming of nominee or vehicle
companies is insufficient. For a
trust, the trustee(s), settlor and
beneficiaries must be named.
----------------------------------------------
(c) Name of offeror/offeree in relation CALISEN PLC
to whose relevant securities this
form relates:
Use a separate form for each offeror/offeree
----------------------------------------------
(d) Status of person making the Part of consortium that
disclosure: indirectly owns COYOTE
e.g. offeror, offeree, person acting BIDCO LIMITED
in concert with the offeror/offeree
(specify name of offeror/offeree)
----------------------------------------------
(e) Date dealing undertaken: 24 February 2021
----------------------------------------------
(f) In addition to the company in N/A
1(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 PERSON 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 following
the dealing
Class of relevant security: 1p ordinary
Interests Short positions
---------------
Number % Number %
-------- ----- -----------
(1) Relevant securities
owned and/or controlled: 444,418 0.08 1,976,877 0.36
------------------------------- -------- ----- -----------
(2) Cash-settled derivatives: 41,133 0.01 300,000 0.05
------------------------------- -------- ----- -----------
(3) Stock-settled derivatives
(including options) and
agreements to purchase/sell: 0 0.00 0 0.00
------------------------------- -------- ----- -----------
TOTAL: 485,551 0.09 2,276,877 0.42
------------------------------- -------- ----- -----------
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (included
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 (including directors' and other employee options)
Class of relevant security
in relation to which subscription
right exists:
Details, including nature
of the rights concerned and
relevant percentages:
-----------------------------------
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of
relevant securities of the offeror or offeree named in 1(c), copy
table 3(a), (b), (c) or (d) (as appropriate) for each additional
class of relevant security dealt in.
The currency of all prices and other monetary amounts should be
stated.
(a) Purchases and sales
(i) Party to an offer or person acting in concert (except for a
principal trader in the same group as a connected adviser)
Class of relevant Purchase/sale Number of securities Price per unit
security
(ii) Principal trader where the sole reason for the connection
is that the principal trader is in the same group as a connected
advisor
Class of Purchases/ Total number Highest price Lowest price
relevant sales of securities per unit per unit paid/received
security paid/received
(b) Cash-settled derivative transactions
Class of Product Nature of dealing Number of Price per
relevant description e.g. opening/closing reference unit
security e.g. CFD a long/short position, securities
increasing/reducing
a long/short position
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class Product Writing, Number Exercise Type Expiry Option
of relevant description purchasing, of securities price e.g. American, date money
security e.g. call selling, to which per unit European paid/
option varying etc. option etc. received
relates per unit
(ii) Exercise
Class of relevant Product description Exercising Number of Exercise price
security e.g. call / exercised securities per unit
option against
(d) Other dealings (including subscribing for new securities)
Class of relevant Nature of dealing Details Price per
security e.g. subscription, unit (if applicable)
conversion
1p ordinary Reducing the long 1,518 n/a
(Non-market activity)
------------------ ----------------------- --------
1p ordinary Reducing the short 1,518 n/a
(Non-market activity)
------------------ ----------------------- --------
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 or person acting in concert making the disclosure
and any other person:
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 or person
acting in concert making the disclosure 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) YES
-------------------------------------
Date of disclosure: 25 February 2021
Contact name: Paul Grainger and Kashif Rafiq
---------------------
+44(20) 7552 9835 / +44(20)
Telephone number: 7051 0547
---------------------
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 .
SUPPLEMENTAL FORM 8 (SBL)
DETAILS OF SECURITIES BORROWING AND LING AND
FINANCIAL COLLATERAL ARRANGEMENTS BY
PARTIES TO AN OFFER AND PERSONS ACTING IN CONCERT
Note 5(l) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Full name of person making disclosure: (GS) GOLDMAN SACHS INTERNATIONAL
Name of offeror/offeree in relation CALISEN PLC
to whose relevant securities this
form relates:
---------------------------------------
2. SECURITIES BORROWING AND LING/FINANCIAL COLLATERAL POSITIONS
Class of relevant security: 1p ordinary
Number %
---------------------------------------- ----------
Securities borrowed: 1,627,786 0.29
---------------------------------------- ----------
Securities lent (including securities
subject to a security financial
collateral arrangement with right
of use or a title transfer collateral
arrangement): 95,321 0.01
---------------------------------------- ----------
Details of borrowed relevant securities which have been either
on-lent or sold do not need to be disclosed.
3. SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL TRANSACTIONS
Class of relevant Nature of transaction Number of
security e.g. securities lending/borrowing, securities
delivery/receipt of recalled securities,
entering into financial collateral
arrangement with right of use,
entering into title transfer collateral
arrangement etc.
The Panel's Market Surveillance Unit is available for
consultation in relation to the Code'sdisclosure requirements on
+44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk .
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END
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