SC Lowy Primary Investments Ltd Form 8.3 - Essar Energy Plc

 
TIDMESSR 
 
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) Identity of the person whose positions/    SC Lowy Primary Investments, 
dealings are being disclosed:                  Ltd. 
 
(b) Owner or controller of interests and short 
positions disclosed, if different from 1(a): 
 
The naming of nominee or vehicle companies is 
insufficient 
 
(c) Name of offeror/offeree in relation to     Essar Energy Plc 
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:     May 12, 2014 
 
(f) Has the discloser previously disclosed, or NO 
are they today disclosing, under the Code in 
respect of any other party to this offer? 
 
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE 
 
(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:        Convertible Bonds ISIN: XS0582769872 
 
                                      Interests            Short positions 
 
                                   Number         %         Number        % 
 
(1) Relevant securities owned    51,850,000     9.427% 
and/or controlled: 
 
(2) Derivatives (other than 
options): 
 
(3) Options and agreements to 
purchase/sell: 
 
TOTAL:                           51,850,000     9.427% 
 
All interests and all short positions should be disclosed. 
 
Details of any open derivative or option positions, 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 
executive options) 
 
Class of relevant security in 
relation to which subscription right 
exists: 
 
Details, including nature of the 
rights concerned and relevant 
percentages: 
 
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. 
 
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE 
 
(a) Purchases and sales 
 
   Class of     Purchase/sale     Number of    Price per unit 
   relevant                      securities 
   security 
 
Convertible          Buy          1,000,000        99.15 
Bonds ISIN: 
XS0582769872 
 
Convertible          Buy           500,000           99 
Bonds ISIN: 
XS0582769872 
 
Convertible          Buy          5,000,000        98.75 
Bonds ISIN: 
XS0582769872 
 
Convertible          Buy         14,000,000          98 
Bonds ISIN: 
XS0582769872 
 
Convertible          Sell         5,000,000        98.75 
Bonds ISIN: 
XS0582769872 
 
Convertible          Sell          150,000          98.5 
Bonds ISIN: 
XS0582769872 
 
(b) Derivatives transactions (other than options) 
 
   Class of      Product      Nature of dealing     Number of     Price per 
   relevant    description                          reference       unit 
   security                 e.g. opening/closing a  securities 
                 e.g. CFD    long/short position, 
                            increasing/reducing a 
                             long/short position 
 
 
(c) Options transactions in respect of existing securities 
 
(i) Writing, selling, purchasing or varying 
 
Class of   Product    Writing,   Number of  Exercise   Type    Expiry   Option 
relevant description purchasing, securities  price              date    money 
security  e.g. call   selling,    to which  per unit   e.g.             paid/ 
           option      varying     option            American,         received 
                        etc.      relates            European          per unit 
                                                       etc. 
 
 
(ii) Exercising 
 
 Class of relevant       Product            Number of      Exercise price per 
     security          description         securities             unit 
 
                     e.g. call option 
 
 
(d) Other dealings (including subscribing for new securities) 
 
Class of relevant    Nature of dealing          Details       Price per unit 
    security                                                 (if applicable) 
                     e.g. subscription, 
                         conversion 
 
 
The currency of all prices and other monetary amounts should be stated. 
 
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. 
 
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: 
 
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:                    May 13, 2014 
 
Contact name:                          Steve Lyons 
 
Telephone number:                      852 3405 1300 
 
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 dealing disclosure 
requirements on [phone]. 
 
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk . 
 
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END