Coltrane Asset Management L.P. Form 8.3 -Tax Systems Plc (7876Q)

TIDMTAX

RNS Number : 7876Q

Coltrane Asset Management L.P.

21 February 2019

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:                                                           Coltrane Asset Management, L.P. 
 (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        Tax Systems PLC 
 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:                                            February 20, 2019 
 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 discloser making disclosures     YES / NO / N/A 
 in respect                                                                             If YES, specify which: 
 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                      1p ordinary 
  security: 
                               Interests     Short positions 
                             ------------  ------------------ 
                              Number    %      Number      % 
                             --------      -------------  --- 
 (1) Relevant securities 
  owned and/or controlled:       0      0 
                             --------      -------------  --- 
 (2) Cash-settled 
  derivatives: 
                             --------      -------------  --- 
 (3) Stock-settled 
  derivatives (including 
  options) and agreements 
  to purchase/sell: 
                             --------      -------------  --- 
 
   TOTAL:                        0      0 
                             --------      -------------  --- 
 

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 
    1p Ordinary          Sale             10,149,754          1.0714 GBP 
       Shares 
                    --------------  ---------------------  --------------- 
 
   (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 
 
 
   (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/ exercised    Number of securities     Exercise price per 
        security            e.g. call option           against                                           unit 
 
 
   (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 
 
 
   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" 
 
 
   (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" 
 
 
   (c)        Attachments 
 
 Is a Supplemental Form 8 (Open Positions) attached?   YES/NO 
                                                         NO 
 
 
 Date of disclosure:    February 21, 2019 
 Contact name:          George Cairoli 
                       ------------------ 
 Telephone number:      1(212)259-6042 
                       ------------------ 
 

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 information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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February 21, 2019 10:56 ET (15:56 GMT)