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Last checked at 
29 Mar 2017 09:46
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | DMWSL 849 Limited ("Bidco") |
(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. | Penta Capital LLP ("Penta"), acting in its capacity as investment manager of Tosca Penta Healthco Limited Partnership, Tosca Penta Healthco II Limited Partnership and Tosca Penta Healthco III Limited Partnership (the "Tosca Penta Funds"), is interested in the Shares by virtue of the Tosca Penta Funds holding 100 per cent. of the shares in Bidco.
As described in the announcement released by Bidco earlier today, 29 March 2017, Bidco was formed at the direction of Toscafund Asset Management LLP ("TAM") and Penta.
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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 | Circle Holdings PLC |
(d) Is the discloser the offeror or the offeree? | OFFEROR |
(e) Date position held: The latest practicable date prior to the disclosure | 29 March 2017 |
(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" | N/A
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2. POSITIONS OF THE PARTY TO THE OFFER 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
Class of relevant security:
| Ordinary shares of £0.02 each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 0 | 0 | 0 | 0 |
(2) Cash-settled derivatives:
| 0 | 0 | 0 | 0 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 66,292,309 | 28.06 | 0 | 0 |
TOTAL: | 66,292,309 | 28.06
| 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).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | N/A |
Details, including nature of the rights concerned and relevant percentages: | N/A |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: |
TAM acting in its capacity as fund manager of Tosca Mid Cap, Tosca Opportunity and The Pegasus Fund Limited is interested in 66,292,309 shares of the Offeree (representing a holding of 28.06% of the ordinary shares) held by Tosca Mid Cap, Tosca Opportunity and The Pegasus Fund Limited. These shares are subject to the exchange agreement detailed in the Supplemental Form 8 (Open Positions) below.
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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).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
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 making the disclosure or any person acting in concert with it: 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 making the disclosure, or any person acting in concert with it, 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?
Supplemental Form 8 (Open Positions) | YES |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 29 March 2017 |
| Contact name: | Nick Lovering |
| Telephone number: |
0207 659 1224 |
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.
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Full name of person making disclosure: | DMWSL 849 Limited ("Bidco") |
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | Circle Holdings PLC |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of relevant security | Product description e.g. call option | Written or purchased | Number of securities to which option or derivative relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date |
3. AGREEMENTS TO PURCHASE OR SELL ETC.
Full details should be given so that the nature of the interest or position can be fully understood: |
As described in the announcement released by Bidco and the Offeree earlier today, 29 March 2017, pursuant to the terms of an exchange agreement entered into on 28 March 2017 between Bidco and Toscafund Asset Management LLP, Bidco has irrevocably and unconditionally agreed to acquire from Toscafund Asset Management LLP 66,292,309 ordinary shares of £0.02 each in the Offeree on 30 March 2017 in exchange for loan notes issued by Bidco.
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It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
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.
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