Sandell Asset Management Europe Limited Sandell Asset Management Europe Limited : Form 8.3 - Imagination Technologies Group

 
TIDMIMG 
 
 
   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:                                       Sandell 
                                                                  Asset 
                                                                  Management 
                                                                  Corp. 
(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         Imagination 
 securities this form relates:                                    Technologies 
 Use a separate form for each offeror/offeree                     Group 
(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:                        01/11/2017 
 For an opening position disclosure, state the latest 
 practicable date prior to the disclosure 
(f) In addition to the company in 1(c) above, is the              N/A 
 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:                                 10p ordinary 
                                                                         Short 
                                                       Interests       positions 
                                                      Number     %    Number   % 
(1) Relevant securities owned and/or controlled: 
(2) Cash-settled derivatives:                       16,726,700  5.82 
(3) Stock-settled derivatives (including options) 
 and agreements to purchase/sell: 
 
  TOTAL:                                            16,726,700  5.82 
 
 
   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                                                 Nature of dealing                          Number of   Price 
relevant   Product description    e.g. opening/closing a long/short position, increasing/reducing   reference    per 
security         e.g. CFD                              a long/short position                        securities   unit 
10p 
 ordinary  Swap                  Increasing a long position                                          3,684,849  1.8159 
 
 
   (c)        Stock-settled derivative transactions (including options) 
 
   (i)         Writing, selling, purchasing or varying 
 
 
 
 
Class of    Product     Writing,    Number of   Exercise              Type               Expiry   Option 
relevant  description  purchasing,  securities   price     e.g. American, European etc.   date    money 
security   e.g. call    selling,     to which     per                                             paid/ 
            option       varying      option      unit                                           received 
                          etc.       relates                                                       per 
                                                                                                   unit 
 
 
 
   (ii)        Exercise 
 
 
 
 
  Class of     Product description  Exercising/     Number of      Exercise 
  relevant       e.g. call option    exercised     securities      price per 
  security                            against                        unit 
 
 
 
   (d)        Other dealings (including subscribing for new securities) 
 
 
 
 
Class of relevant         Nature of dealing         Details   Price per unit 
     security        e.g. subscription, conversion            (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?  No 
 
 
 
 
Date of disclosure:     01/11/2017 
Contact name:          Triet Leminh 
Telephone number:     1-212-603-5816 
 
 
   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 announcement is distributed by Nasdaq Corporate Solutions on behalf 
of Nasdaq Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Sandell Asset Management Europe Limited via Globenewswire 
 
 
  http://www.sandellmgmt.com/ 
 

(END) Dow Jones Newswires

November 02, 2017 09:40 ET (13:40 GMT)

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