GoldmanSachs International Form 8 (DD) - Calisen Plc - Amendment (8202M)

TIDMCLSN

RNS Number : 8202M

GoldmanSachs International

25 January 2021

The Panel Executive has agreed on an ex-parte basis that the dealings below have no Code consequences.

Amendment - due to the amendment of Borrow and Loan transactions, the disclosure made on 22 January for dealings on 19 January have been updated. Supplemental form has been updated.

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:                    19 January 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:        654,183   0.10   1,939,771    0.35 
-------------------------------  --------  -----  ----------- 
 (2) Cash-settled derivatives:    41,133    0.00    546,871     0.09 
-------------------------------  --------  -----  ----------- 
 (3) Stock-settled derivatives 
  (including options) and 
  agreements to purchase/sell:       0      0.00       0        0.00 
-------------------------------  --------  -----  ----------- 
 
   TOTAL:                         695,316   0.13   2,486,642    0.45 
-------------------------------  --------  -----  ----------- 
 

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     Purchases/    Total number    Highest price         Lowest price 
   relevant       sales      of securities      per unit       per unit paid/received 
   security                                   paid/received 
 1p ordinary     Sales              25,193       2.5942 GBP                2.5929 GBP 
------------  -----------  ---------------  --------------- 
 

(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 
 1p ordinary       CFD           Reducing a short            25,145   2.5929 GBP 
                                      position 
------------  -------------  ------------------------  ------------ 
 1p ordinary       CFD           Reducing a short                48   2.5942 GBP 
                                      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 
 
 
   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 January 2021 
 Contact name:          Paul Grainger and Kashif Rafiq 
--------------------- 
                        [phone] / +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 [e-mail]. 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 .

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 LENDING/FINANCIAL COLLATERAL POSITIONS 
 
 Class of relevant security:                 1p ordinary 
                                            Number      % 
----------------------------------------  ---------- 
 Securities borrowed:                      1,351,558   0.24 
----------------------------------------  ---------- 
 Securities lent (including securities 
  subject to a security financial 
  collateral arrangement with right 
  of use or a title transfer collateral 
  arrangement):                             52,230     0.00 
----------------------------------------  ---------- 
 

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. 
    1p ordinary                Borrow (Partial Return)                  20,759 
-------------------  ------------------------------------------- 
    1p ordinary                Borrow (Partial Return)                  12,570 
-------------------  ------------------------------------------- 
    1p ordinary                Borrow (Partial Return)                   8,189 
-------------------  ------------------------------------------- 
    1p ordinary                 Loan (Partial Return)                    8,189 
-------------------  ------------------------------------------- 
    1p ordinary                 Loan (Partial Return)                   12,570 
-------------------  ------------------------------------------- 
 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code'sdisclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .

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January 25, 2021 11:49 ET (16:49 GMT)