Bank of America Merrill Lynch Form 8.3 - McCarthy & Stone plc (2368N)

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RNS Number : 2368N

Bank of America Merrill Lynch

28 January 2021

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:                                                               Bank of America 
                                                                                            Corporation 
 (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 securities this form relates:   McCarthy & Stone PLC 
        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:                                                27/01/2021 
        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:            Common - GB00BYNVD082 
                                        Interests            Short Positions 
                                       -------------------  ------------------- 
                                        Number      %        Number      % 
                                       ----------  -------  ----------  ------- 
 (1)  Relevant securities owned 
        and/or controlled:              6,986,870   1.299%   0           0% 
                                       ----------  -------  ----------  ------- 
 (2)  Cash-settled derivatives:         0           0%       6,986,870   1.299% 
                                       ----------  -------  ----------  ------- 
 (3)  Stock-settled derivatives 
        (including options) and 
        agreements to purchase/sell:    0           0%       0           0% 
                                       ----------  -------  ----------  ------- 
      TOTAL:                            6,986,870   1.299%   6,986,870   1.299% 
                                       ----------  -------  ----------  ------- 
 

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   N/A 
  which subscription right exists: 
 Details, including nature of the rights     N/A 
  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 security   Purchase/sale   Number of     Price per unit 
                                               securities 
 Common - ISIN GB00BYNVD082   Purchase        102           1.198 GBP 
                             --------------  ------------  --------------- 
 
 
 Class of relevant security   Purchase/sale   Number of     Price per unit 
                                               securities 
 Common - ISIN GB00BYNVD082   Sale            102           1.198 GBP 
                             --------------  ------------  --------------- 
 
 
(b)  Cash-settled derivative transactions 
 
 
 Class of             Product description   Nature of dealing             Number of reference           Price per unit 
  relevant security    e.g. CFD             e.g. opening/closing a        securities 
                                            long/short position, 
                                            increasing/reducing a 
                                            long/short position 
 N/A                  N/A                   N/A                           N/A                           N/A 
                     --------------------  ----------------------------  ----------------------------  --------------- 
 
 
(c)  Stock-settled derivative transactions (including 
      options) 
 
 
(i)  Writing, selling, purchasing or varying 
 
 
 Class           Product        Writing,       Number          Exercise    Type            Expiry date   Option money 
 of              description    purchasing,    of               price      e.g.                          paid/ 
 relevant        e.g. call      selling,       securities to    per unit   American,                     received per 
 security        option         varying etc.   which option                European etc.                 unit 
                                               relates 
 N/A             N/A            N/A            N/A             N/A         N/A             N/A           N/A 
                -------------  -------------  --------------  ----------  --------------  ------------  -------------- 
 
 
(ii)  Exercise 
 
 
 Class of relevant security   Product description   Exercising/   Number of     Exercise Price per 
                               e.g. call option      exercised     securities    unit 
                                                     against 
 N/A                          N/A                   N/A           N/A           N/A 
                             --------------------  ------------  ------------  ------------------- 
 
 
(d)  Other dealings (including subscribing for new securities) 
 
 
 Class of relevant security         Nature of dealing          Details   Price per unit (if applicable) 
                               e.g. subscription, conversion 
            N/A                            N/A                   N/A                  N/A 
                             -------------------------------  --------  ------------------------------- 
 
 
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:    28/01/2021 
 Contact name:          Tolu Tade 
                       ---------------- 
 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].

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

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January 28, 2021 06:40 ET (11:40 GMT)