SAND GROVE CAPITAL: Form 8.3 - K3C LN

TIDMK3C 
 
 

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:              Sand Grove Capital Management LLP 
(b) Owner or controller of interests     Fund(s) for which Sand Grove Capital 
and short positions disclosed, if        Management LLP serves as the 
different from 1(a): The naming of       Investment Manager or Discretionary 
nominee or vehicle companies is          Sub-Advisor 
insufficient. For a trust, the 
trustee(s), settlor and beneficiaries 
must be named. 
(c) Name of offeror/offeree in           K3 Capital Group plc 
relation 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           06 February 2023 
undertaken: For an opening position 
disclosure, state the latest 
practicable date prior to the 
disclosure 
(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 (if any)

 
Class of relevant security:          1p ordinary 
                                     Interests         Short positions 
                                     Number     %      Number        % 
(1) Relevant securities owned 
 and/or controlled:                  1,231,003  1.67% 
(2) Cash-settled derivatives: 
(3) Stock-settled derivatives 
(including options) and agreements 
to purchase/sell: 
 
 TOTAL:                              1,231,003  1.67% 
 

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                     Number of 
security             Purchase/sale    securities          Price per unit 
1p ordinary           Purchase         30,003              348.50 
 
 
 
 

(b) Cash-settled derivative transactions

 
Class of       Product        Nature of dealing    Number of     Price per 
relevant       description    e.g.                 reference     unit 
security       e.g. CFD       opening/closing a    securities 
                              long/short 
                              position, 
                              increasing/reducing 
                              a long/short 
                              position 
 
 
 
 

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

(i) Writing, selling, purchasing or varying

 
Class of  Product      Writing,     Number of   Exercise  Type e.g.  Expiry  Option 
relevant  description  purchasing,  securities  price     American,  date    money 
security  e.g. call    selling,     to which    per       European           paid/ 
          option       varying      option      unit      etc.               received 
                       etc.         relates                                  per 
                                                                             unit 
 
 

(ii) Exercise

 
Class of        Product         Exercising/     Number of       Exercise price 
relevant        description     exercised       securities      per unit 
security        e.g. call       against 
                option 
 
 

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

 
Class of relevant       Nature of dealing      Details  Price per unit (if 
security                e.g. subscription,              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:    07 February 2023 
Contact name:          Daniel Mclachlan 
Telephone number:      [phone] 
 

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].

*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.

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

View source version on businesswire.com: https://www.businesswire.com/news/home/20230207005717/en/

 
    CONTACT: 

Sand Grove Capital Management LLP

 
    SOURCE: Sand Grove Capital Management LLP 
Copyright Business Wire 2023 
 

(END) Dow Jones Newswires

February 07, 2023 10:00 ET (15:00 GMT)