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Form 8.3 - CYBG PLC

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By Business Wire

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Full name of discloser:  

Barclays PLC.

(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 to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

 

CYBG PLC

(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:    
(e) Date position held/dealing undertaken:

For an opening position disclosure, state the latest practicable date prior to the disclosure

 

25 Sept 2018

(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”

 

YES VIRGIN MONEY HOLDINGS (UK) PLC

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 (if any)

Class of relevant security:       10p ordinary            
Interests   Short Positions  
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 2,982,581 0.34% 8,463,988 0.96%
           
(2) Cash-settled derivatives:
6,647,234 0.75% 2,163,026 0.24%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 3,000,000 0.34% 0 0.00%
           
(4)
TOTAL: 12,629,815 1.43% 10,627,014 1.20%

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).

(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 (IF ANY) 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

Class of relevant   Purchase/sale   Number of   Price per unit  
security   securities  
10p ordinary Purchase 637 3.2616 GBP
10p ordinary Purchase 649 3.2620 GBP
10p ordinary Purchase 915 3.2190 GBP
10p ordinary Purchase 1,928 3.2670 GBP
10p ordinary Purchase 7,504 3.2344 GBP
10p ordinary Purchase 7,788 3.2452 GBP
10p ordinary Purchase 7,900 3.2220 GBP
10p ordinary Purchase 16,742 3.2240 GBP
10p ordinary Purchase 18,539 3.2320 GBP
10p ordinary Purchase 22,537 3.2250 GBP
10p ordinary Purchase 29,438 3.2238 GBP
10p ordinary Purchase 90,309 5.8875 AUD
10p ordinary Purchase 90,500 3.2269 GBP
10p ordinary Purchase 196,961 3.2228 GBP
10p ordinary Purchase 307,591 3.2273 GBP
10p ordinary Sale 577 3.2177 GBP
10p ordinary Sale 643 3.2620 GBP
10p ordinary Sale 1,928 3.2670 GBP
10p ordinary Sale 2,185 3.2241 GBP
10p ordinary Sale 2,307 3.2231 GBP
10p ordinary Sale 2,334 3.2441 GBP
10p ordinary Sale 3,502 3.2326 GBP
10p ordinary Sale 10,342 3.2219 GBP
10p ordinary Sale 19,573 3.2252 GBP
10p ordinary Sale 46,702 3.2211 GBP
10p ordinary Sale 49,938 3.2240 GBP
10p ordinary Sale 57,064 3.2209 GBP
10p ordinary Sale 88,090 5.8896 AUD
10p ordinary Sale 117,958 3.2259 GBP
10p ordinary Sale 146,906 3.2266 GBP
 
(b) Cash-settled derivative transactions      
Class of Product Nature of dealing Number of Price per
relevant description reference unit
security     securities  
10p ordinary SWAP Long 200 3.2599 GBP
10p ordinary CFD Long 577 3.2177 GBP
10p ordinary SWAP Long 1,740 3.2485 GBP
10p ordinary CFD Long 9,005 3.2237 GBP
10p ordinary SWAP Long 21,884 3.2240 GBP
10p ordinary SWAP Long 39,784 3.2245 GBP
10p ordinary SWAP Long 39,891 3.2249 GBP
10p ordinary SWAP Short 716 3.2339 GBP
10p ordinary SWAP Short 2,007 3.2224 GBP
10p ordinary SWAP Short 11,510 3.2279 GBP
CDI CFD Short 21,143 5.9015 AUD
10p ordinary CFD Short 21,231 3.2220 GBP
10p ordinary SWAP Short 22,076 3.2467 GBP
10p ordinary SWAP Short 24,351 3.2321 GBP
10p ordinary SWAP Short 25,260 3.2314 GBP
10p ordinary SWAP Short 29,469 3.2297 GBP
10p ordinary CFD Short 72,888 3.2259 GBP
10p ordinary SWAP Short 160,529 3.2273 GBP
10p ordinary CFD Short 196,961 3.2228 GBP

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security   Product description e.g. call option   Writing, purchasing, selling, varying etc.   Number of securities to which option relates   Exercise price per unit   Type

e.g. American, European etc.

  Expiry date   Option money paid/ received per unit

(ii) Exercise

Class of relevant security   Product description

e.g. call option

  Exercising/ exercised against   Number of securities   Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security   Nature of dealing

e.g. subscription, conversion

  Details   Price per unit (if applicable)

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 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, 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 person 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

Is a Supplemental Form 8 (Open Positions) attached?  

YES

Date of disclosure:  

26 Sept 2018

Contact name:

Large Holdings Regulatory Operations

Telephone number:

020 3134 7213

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 (OPEN POSITIONS)

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the “Code”)

1. KEY INFORMATION

Full name of person making disclosure:  

Barclays PLC.

Name of offeror/offeree in relation to whose relevant securities the disclosure relates:

CYBG PLC

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class   Product   Writing,   Number   Exercise   Type   Expiry
of description purchasing, of price date
relevant selling, securities per unit
security varying etc to which
option
      relates      
10p ordinary Call Options Purchased 1,500,000 3.2400 European 15 Nov 2018
10p ordinary Put Options Written 1,500,000 3.2400 European 15 Nov 2018

3. AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood:

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

The currency of all prices and other monetary amounts should be stated.

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.

Copyright Business Wire 2018

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