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: |
Pentwater Capital Management
LP |
|
(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: Use a
separate form for each
offeror/offeree |
Smith (DS) plc |
|
(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: For an
opening position disclosure, state the latest practicable date
prior to the disclosure |
31/10/2024 |
|
(f) In addition to the company in 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” |
Yes |
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: |
|
|
|
Interests |
Short positions |
|
Number |
% |
Number |
% |
|
(1) Relevant securities owned and/or
controlled: |
|
|
|
|
|
(2) Cash-settled
derivatives: |
29,971,121.00 |
2.17 |
|
|
|
(3) Stock-settled derivatives (including
options) and agreements to
purchase/sell: |
|
|
|
|
|
TOTAL: |
29,971,121.00 |
2.17 |
|
|
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
security |
Purchase/sale |
Number of
securities |
Price per
unit |
(b)
Cash-settled derivative
transactions
|
Class of relevant
security |
Product
descriptione.g. CFD |
Nature of
dealinge.g. opening/closing a long/short position,
increasing/reducing a long/short
position |
Number of reference
securities |
Price per unit
(GBP) |
|
10p Ordinary
Shares |
Swap |
Increasing long
position |
1,000,000 |
5.089784 |
|
10p Ordinary
Shares |
Swap |
Increasing long position |
2,000,000 |
5.43302 |
|
10p Ordinary
Shares |
Swap |
Increasing long position |
500,000 |
5.454139 |
|
10p Ordinary
Shares |
Swap |
Increasing long position |
500,000 |
5.455 |
(c)
Stock-settled derivative transactions (including
options)
(i)
Writing, selling, purchasing or
varying
|
Class of relevant
security |
Product description
e.g. call
option |
Writing, purchasing, selling, varying
etc. |
Number of securities to which option
relates |
Exercise price per
unit |
Typee.g. American, European
etc. |
Expiry date |
Option money paid/ received per
unit |
(ii)
Exercise
|
Class of relevant
security |
Product
descriptione.g. call option |
Exercising/ exercised
against |
Number of
securities |
Exercise price per
unit |
(d)
Other dealings (including subscribing for new
securities)
|
Class of relevant
security |
Nature of
dealinge.g. subscription,
conversion |
Details |
Price per unit (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: |
01/11/2024 |
|
Contact
name: |
Hooman Tavakolian |
|
Telephone
number: |
+1 312-914-4301 |
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 +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at
www.thetakeoverpanel.org.uk.