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Form 8.3 - RPC Group plc

28 Jan 2019 14:06

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: TimesSquare Capital Management, LLC (“TimesSquare”)
(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.

TimesSquare in its capacity as a Securities and Exchange Commission registered investment adviser under the Investment Advisers Act of 1940, as amended
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

RPC Group PLC.
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: N/A
(e) Date position held/dealing undertaken:

For an opening position disclosure, state the latest practicable date prior to the disclosure

As of 25 January 2019 TimesSquare holds 4,419,475
(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 / NO / N/A

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 (if any)

Class of relevant security: RPC Group PLC, common stock

Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: 4,419,475 1.09
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

TOTAL:

4,419,475 1.09

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
5p ordinary Sell 1,063,783 £7.6476

(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

(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 Type

e.g. American, European etc.

Expiry date Option money paid/ received per unit

(ii) Exercise

Class of relevant security Product description

e.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 dealing

e.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? YES/NO
Date of disclosure: 28 January 2019
Contact name: David Cielusniak
Telephone number: 917-342-7950

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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20190128005366/en/

Copyright Business Wire 2019

Date   Source Headline
1st Jul 20197:01 amBUSForm 8.3 - RPC
1st Jul 20197:00 amBUSForm 8.3 - RPC
28th Jun 20195:33 pmRNSForm 8.3 - [RPC Group]
28th Jun 20193:31 pmRNSForm 8.5 (EPT/RI) - Amendment
28th Jun 20193:30 pmRNSForm 8.3 - RPC LN
28th Jun 20193:20 pmRNSForm 8.3 - RPC Group plc
28th Jun 20193:14 pmRNSForm 8.3 - RPC Group plc
28th Jun 20193:08 pmRNSCOURT SANCTION OF SCHEME OF ARRANGEMENT
28th Jun 20191:44 pmBUSFORM 8.3 - RPC GROUP PLC
28th Jun 201911:44 amRNSForm 8.3 - RPC Group plc
28th Jun 201911:21 amRNSForm 8.5 (EPT/RI) RPC Group plc
28th Jun 201911:21 amRNSForm 8.5 (EPT/NON-RI) RPC Group plc
28th Jun 201911:11 amRNSForm 8.5 (EPT/NON-RI)
28th Jun 201911:08 amRNSForm 8.5 (EPT/RI)- RPC Group plc
28th Jun 201910:25 amRNSForm 8.5 (EPT/RI)
28th Jun 201910:20 amRNSForm 8.5 (EPT/RI) RPC Group plc
28th Jun 20198:56 amRNSForm 8.3 - RPC Group plc
28th Jun 20198:47 amRNSForm 8.5 (EPT/NON-RI) RPC Group Plc
27th Jun 20196:19 pmRNSHolding(s) in Company
27th Jun 20195:05 pmRNSForm 8.5 (EPT/RI) RPC Group Plc - Replacement
27th Jun 20193:20 pmRNSForm 8.3 - RPC Group plc
27th Jun 20193:06 pmRNSForm 8.3 - RPC Group plc
27th Jun 20192:38 pmRNSForm 8.5 (EPT/RI)- RPC Group plc AMENDMENT
27th Jun 20192:37 pmRNSForm 8.5 (EPT/RI)- RPC Group plc AMENDMENT
27th Jun 20192:36 pmRNSForm 8.5 (EPT/RI)- RPC Group plc AMENDMENT
27th Jun 20192:08 pmBUSForm 8.3 - RPC GROUP PLC
27th Jun 201912:14 pmRNSForm 8 (DD) - RPC Group Plc-Replacement
27th Jun 201911:32 amRNSForm 8.5 (EPT/RI)- RPC Group plc
27th Jun 201911:32 amRNSReplacement of 5662D Form 8.3 - [RPC Group]
27th Jun 201911:29 amRNSForm 8.5 (EPT/NON-RI)
26th Jun 20196:15 pmRNSForm 8.3 - [RPC Group]
26th Jun 20195:30 pmRNSRPC Group
26th Jun 20194:57 pmRNSHolding(s) in Company
26th Jun 20193:33 pmRNSForm 8.3 - RPC Group Plc
26th Jun 20193:30 pmRNSForm 8.3 - RPC LN
26th Jun 20193:20 pmRNSForm 8.3 - RPC Group plc
26th Jun 20193:16 pmRNSForm 8.3 - RPC Group plc
26th Jun 20192:44 pmBUSForm 8.3 - RPC Group Plc
26th Jun 20192:31 pmBUSForm 8.3 - RPC LN Equity 25-JUNE-19 Decrease In Traded Position
26th Jun 20192:23 pmBUSForm 8.3 - RPC GROUP PLC
26th Jun 20192:07 pmEQSForm 8.3 - The Vanguard Group, Inc.: RPC Group plc
26th Jun 201911:58 amRNSForm 8.5 (EPT/RI) RPC Group plc
26th Jun 201911:57 amRNSForm 8.5 (EPT/NON-RI) RPC Group plc
26th Jun 201911:17 amRNSForm 8.5 (EPT/RI)
26th Jun 201911:16 amRNSForm 8.5 (EPT/NON-RI)
26th Jun 201911:04 amRNSForm 8 (DD) - RPC Group Plc
26th Jun 201910:45 amRNSForm 8.5 (EPT/RI)  RPC Group plc
26th Jun 201910:19 amRNSForm 8.3 - RPC Group Plc
26th Jun 201910:05 amRNSForm 8.5 (EPT/RI)- RPC Group plc
26th Jun 201910:02 amRNSForm 8.5 (EPT/NON-RI)- RPC Group plc

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