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Form 8 (OPD) (Dorset Bidco Ltd / Hastings plc)

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By LSE RNS

RNS Number : 5581V
Sampo PLC
07 August 2020
 

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:

DORSET BIDCO 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.  For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

HASTINGS GROUP HOLDINGS PLC

(d) Is the discloser the offeror or the offeree?

OFFEROR

(e) Date position held:

     The latest practicable date prior to the disclosure

6 AUGUST 2020

(f)  In addition to the company in 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"

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 GBP 0.02

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

-

-

-

-

(2) Cash-settled derivatives:

 

-

-

-

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

-

-

-

-

 

     TOTAL:

-

-

-

-

 

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:

-

Details, including nature of the rights concerned and relevant 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:

 

 

Main Street 1353 Proprietary Limited*

 

Class of relevant security:

 

ORDINARY SHARES OF GBP 0.02

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

196,508,074

29.7

-

-

(2) Cash-settled derivatives:

 

-

-

-

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

-

-

-

-

 

     TOTAL:

196,508,074

29.7

-

-

 

* An indirect subsidiary of Rand Merchant Investment Holdings Limited, a member of the Offeror consortium.

 

 

 

Sampo plc*

 

Class of relevant security:

 

ORDINARY SHARES OF GBP 0.02

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

283,406

0.04

-

-

(2) Cash-settled derivatives:

 

-

-

-

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

-

-

-

-

 

     TOTAL:

283,406

0.04

-

-

 

* A member of the Offeror consortium. Interest held through a BNPP custodian account held in the name of Securities Services Nominees Limited, as nominee.

 

 

 

 

 

 

 

Capensis Capital (Pty) Ltd*

 

Class of relevant security:

 

ORDINARY SHARES OF GBP 0.02

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

95,144

0.01

-

-

(2) Cash-settled derivatives:

 

-

-

-

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

-

-

-

-

 

     TOTAL:

95,144

0.01

-

-

 

* A concert party of the Offeror and Rand Merchant Investment Holdings Limited (RMI) by virtue of RMI's indirect 30 per cent. indirect interest in Capensis Capital (Pty) Ltd.

 

J.P. Morgan Chase Bank (Custody)*

 

Class of relevant security:

 

ORDINARY SHARES OF GBP 0.02

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

1

0.00

-

-

(2) Cash-settled derivatives:

 

-

-

-

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

-

-

-

-

 

     TOTAL:

1

0.00

-

-

 

* J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, is a connected adviser to Bidco.

 

 

 

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:

7 August 2020
Contact name:

Anne Teitto (Sampo)

Schalk Human (RMI)
Telephone number:

Anne Teitto, Sampo (+358 10 516 0622)

Schalk Human, RMI (+27 11 282 8166)

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

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.

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
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