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23 Dec 2020 18:00
FORM 8.1(a)&(b)(i)
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1(a) AND (b)(i) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2013
DEALINGS BY OFFERORS, OFFEREES OR PARTIES ACTING IN CONCERT WITH THEM FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS
1. KEY INFORMATION
Name of person dealing (Note 1) | Paul Carroll |
Company dealt in | Cpl Resources plc ("Cpl") |
Class of relevant security to which the dealings being disclosed relate (Note 2) | Ordinary shares of €0.10 ("Shares") |
Date of dealing | 23 December 2020 |
2. INTERESTS AND SHORT POSITIONS
(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)
| Long | Short | ||||
| Number |
| (%) | Number |
| (%) |
(1) Relevant securities | 1,613,844 5.816506%
being the total number of Shares in Cpl which Paul Carroll is interested in. This comprises a 70% partnership interest in Shoyswell Partnership which owns the beneficial interest in 2,305,491 Shares in Cpl, further details of which are outlined in section 3(a) of this form.
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(2) Derivatives (other than options) |
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(3) Options and agreements to purchase/sell |
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Total | 1,613,844 5.816506%
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(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)
Class of relevant security: | Long | Short | ||||
| Number |
| (%) | Number |
| (%) |
(1) Relevant securities | N/A | N/A | ||||
(2) Derivatives (other than options) |
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(3) Options and agreements to purchase/sell |
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Total |
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3. DEALINGS (Note 4)
(a) Purchases and sales
Purchase/sale | Number of relevant securities | Price per unit (Note 5) |
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(b) Derivatives transactions (other than options transactions)
Product name, e.g. CFD | Nature of transaction (Note 6) | Number of relevant securities (Note 7) | Price per unit (Note 5) |
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(c) Options transactions in respect of existing relevant securities
(i) Writing, selling, purchasing or varying
Product name, e.g. call option | Writing, selling, purchasing, varying etc. | Number of securities to which the option relates (Note 7) | Exercise price | Type, e.g. American, European etc. | Expiry date | Option money paid/received per unit (Note 5) |
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(ii) Exercising
Product name, e.g. call option | Number of securities | Exercise price per unit (Note 5) |
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(d) Other dealings (including transactions in respect of new securities) (Note 4)
Nature of transaction (Note 8) | Details | Price per unit (if applicable) (Note 5) |
Contribution of 1,613,844 Cpl Shares | Paul Carroll and Anne Heraty (both directors of Cpl) are the sole partners of a partnership formed under the Partnership Act 1890 called Shoyswell Partnership ("Shoyswell"). On 23 December 2020, Paul Carroll contributed 1,613,844 Shares in Cpl to Shoyswell and Anne Heraty contributed 691,647 Shares in Cpl to Shoyswell. On completion of these contributions, Shoyswell entered into an irrevocable undertaking in favour of OUTSOURCING Inc. ("OUTSOURCING") and its wholly owned subsidiary, Outsourcing Talent Ireland Limited ("Bidco") in connection with the proposed acquisition of Cpl by OUTSOURCING on terms which are substantially the same as those entered into by Paul Carroll and Anne Heraty on 5 November 2020 in favour of OUTSOURCING and Bidco. | N/A |
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4. OTHER INFORMATION
Agreements, arrangements or understandings relating to options or derivatives
Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, thisshould be stated.
N/A
Is a Supplemental Form 8 attached? (Note 9) NO
Date of disclosure | 23 December 2020 |
Contact name | Paul Carroll |
Telephone number | +353 1 614 6000
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Name of offeree/offeror with which acting in concert | Cpl Resources plc |
Specify category and nature of acting in concert status | Director of the offeree |
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