Baillie Gifford & Co. Form 8.3 - Utilitywise Plc (2924O)

TIDMIRSH TIDMUTW

RNS Number : 2924O

Baillie Gifford & Co.

28 January 2019

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:              Baillie Gifford & Co 
          (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       Utilitywise plc 
                         to whose 
          relevant securities this form relates: 
       Use a separate form for each offeror/offeree 
                                                     -------------------- 
         (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:         25/01/2019 
           For an opening position disclosure, 
            state the latest practicable date 
                 prior to the disclosure 
                                                     -------------------- 
            (f) In addition to the company in                 No 
                    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 (if any)

 
     Class of relevant security:                         0.1p Ordinary 
                                                    Interests            Short positions 
                                      ------------------------  ------------------------- 
                                                Number       %             Number       % 
                                      ------------------        -------------------  ---- 
         (1) Relevant securities 
                   owned 
            and/or controlled:            1,168,866       1.49 
                                      ------------------  ----  -------------------  ---- 
    (2) Cash-settled derivatives: 
                                      ------------------  ----  -------------------  ---- 
      (3) Stock-settled derivatives 
          (including options) and 
       agreements to purchase/sell: 
                                      ------------------  ----  -------------------  ---- 
 
                   TOTAL:                 1,168,866       1.49 
                                      ------------------  ----  -------------------  ---- 
 

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 securities        Price per unit 
      security 
 
 
   (b)        Cash-settled derivative transactions 
 
       Class of                  Product            Nature of dealing         Number of            Price per 
        relevant security       description        e.g. opening/closing        reference              unit 
                                 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                   Product                Exercising/            Number of           Exercise price 
        relevant security       description            exercised against         securities            per unit 
                              e.g. call option 
 
 
   (d)        Other dealings (including subscribing for new securities) 
 
   Class of relevant    Nature of dealing             Details     Price per unit 
    security            e.g. subscription,                         (if applicable) 
                            conversion 
 
 
   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?                                    NO 
 
 Date of disclosure:   28/01/2019 
 Contact name:         Rachel Graham 
                       ------------- 
 Telephone number:     0131 275 2120 
                       ------------- 
 

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 [phone].

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 [e-mail] or visit www.rns.com.

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January 28, 2019 07:03 ET (12:03 GMT)