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9 Dec 2016 10:55
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN
CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Charlemagne Capital is a Cayman Islands company and is not subject to the UK City Code on Takeovers and Mergers (the "Code"). Accordingly the Code does not apply to the Offer by Fiera Capital for Charlemagne Capital and this transaction is not subject to the jurisdiction of, or being regulated by, the UK Panel on Takeovers and Mergers (the "Takeover Panel"). However, Charlemagne Capital and Fiera Capital have agreed, to the extent set out in the Implementation Agreement, that they will conduct themselves and the Offer as if the Offer were subject to the Code.
Disclosures made in relation to relevant securities of Charlemagne Capital should be released via a Regulatory Information Service using the headline "Document re: Charlemagne Capital". The headline "Form 8/8.3"should not be used. Any question regarding completion of these forms should be raised with N+1 Singer (tel: +44 (0) 20 7496 3000). Charlemagne Capital Shareholders and persons considering the acquisition or disposal of any interest in Charlemagne Capital Shares are reminded that they are subject to the Disclosure and Transparency Rules made by the UKLA and other applicable regulatory rules regarding transactions in Charlemagne Capital Shares.
1. KEY INFORMATION
(a) Full name of discloser: | Mary Catherine Spinks |
(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. |
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Charlemagne Capital Limited |
(d) Status of person making the disclosure: e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree) | Shareholder of Charlemagne Capital Limited |
(e) Date dealing undertaken: | 08-December-2016 |
(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" | NO If YES, specify which: |
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
Class of relevant security: | Ordinary Shares | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 4,663,438* 3,663,438** | 1.6* 1.3** |
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(2) Cash-settled derivatives: |
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(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
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Total |
4,663,438* 3,663,438** |
1.6* 1.3** |
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*Before sale described in part 3 below
**After sale described in part 3 below
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 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form (SBL).
(b) Rights to subscribe for new securities (including directors' and other employee options)
Class of relevant security in relation to which subscription right exists: | NA |
Details, including nature of the rights concerned and relevant percentages: | NA |
3. DEALINGS 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
(i) Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)
Class of relevant security | Purchase/sale | Number of securities | Price per unit |
Ordinary Shares | Sale | 1,000,000 | 13.75 |
(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser
Class of relevant security | Purchases/ sales | Total number of securities | Highest price per unit paid/received | Lowest price per unit paid/received |
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(b) Cash-settled derivative transactions
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit |
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(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevan t securit y | Product descriptio n e.g. call option | Writing, purchasing , selling, varying etc. | Number of securitie s to which option relates | Exercis e price per unit | Type e.g. American , Europea n etc. | Expir y date | Option money paid/ receive d per unit |
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(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
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(d) Other dealings (including subscribing for new securities)
Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
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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 party to the offer or person acting in concert making the disclosure and any other person: 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 party to the offer or person acting in concert 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
Are any Supplemental Forms attached? No
Supplemental Form (Open Positions) | NO |
Supplemental Form (SBL) | NO |
Date of disclosure: | 08-December-2016 |
Contact name: | Mary Catherine Spinks |
Telephone number: | +1 432 686 0720 |
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