13 Mar 2019 14:38
FORM 8.5 (EPT/NON-RI) Amendment to Purchase
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN
EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY (“RI”) STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)
Rule 8.5 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| (a) Name of exempt principal trader: | BARCLAYS CAPITAL SECURITIES LTD | |
| (b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | RPC GROUP PLC | |
| (c) Name of the party to the offer with which exempt principal trader is connected: | Rome UK Bidco Limited (a company formed on behalf of funds managed by Apollo Management IX, L.P.) and Berry Global Group Inc. | |
| (d) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 8 March 2019 | |
| (e) In addition to the company in 1(b) above, is the exempt principal trader 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 |
2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER
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(b), 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: | 5p ordinary | ||||||||||
| Interests | Short Positions | ||||||||||
| Number | (%) | Number | (%) | ||||||||
| (1) | Relevant securities owned | ||||||||||
| and/or controlled: | 10,492,335 | 2.58% | 1,255,482 | 0.31% | |||||||
| (2) | Cash-settled derivatives: | ||||||||||
| 557,851 | 0.14% | 5,821,523 | 1.43% | ||||||||
| (3) | Stock-settled derivatives (including options) | ||||||||||
| and agreements to purchase/sell: | 0 | 0.00% | 0 | 0.00% | |||||||
| (4) | |||||||||||
| TOTAL: | 11,050,186 | 2.72% | 7,077,005 | 1.74% | |||||||
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 EXEMPT PRINCIPAL TRADER
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), 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 | Purchase/sale | Total number of | Highest price per unit | Lowest price per unit | |||||
| security | securities | paid/received | paid/received | ||||||
| 5p ordinary | Purchase | 5,689,247 | 7.8825 GBP | 7.837 GBP | |||||
| 5p ordinary | Sale | 4,278,211 | 7.8604 GBP | 0.0785 GBP | |||||
| 5p ordinary | Purchase | 105,616 | 7.8394 GBP | 7.8394 GBP | |||||
| 5p ordinary | Purchase | 876,880 | 7.8394 GBP | 7.8394 GBP | |||||
| (b) | Cash-settled derivative transactions | ||||||||
| Class of | Product | Nature of dealing | Number of | Price per | |||||
| relevant | description | reference | unit | ||||||
| security | securities | ||||||||
| 5p ordinary | SWAP | Long | 2,821 | 7.8390 GBP | |||||
| 5p ordinary | SWAP | Long | 8,499 | 7.8396 GBP | |||||
| 5p ordinary | SWAP | Long | 21,847 | 7.8423 GBP | |||||
| 5p ordinary | SWAP | Long | 29,829 | 7.8400 GBP | |||||
| 5p ordinary | SWAP | Long | 55,274 | 7.8441 GBP | |||||
| 5p ordinary | SWAP | Long | 169,285 | 7.8460 GBP | |||||
| 5p ordinary | SWAP | Short | 93 | 7.8531 GBP | |||||
| 5p ordinary | SWAP | Short | 160 | 7.8542 GBP | |||||
| 5p ordinary | SWAP | Short | 247 | 7.8631 GBP | |||||
| 5p ordinary | SWAP | Short | 264 | 7.8527 GBP | |||||
| 5p ordinary | SWAP | Short | 431 | 7.8537 GBP | |||||
| 5p ordinary | CFD | Short | 477 | 7.8825 GBP | |||||
| 5p ordinary | SWAP | Short | 610 | 7.8627 GBP | |||||
| 5p ordinary | SWAP | Short | 692 | 7.8515 GBP | |||||
| 5p ordinary | SWAP | Short | 828 | 7.8547 GBP | |||||
| 5p ordinary | SWAP | Short | 1,486 | 7.8523 GBP | |||||
| 5p ordinary | CFD | Short | 1,533 | 7.8549 GBP | |||||
| 5p ordinary | SWAP | Short | 1,593 | 7.8519 GBP | |||||
| 5p ordinary | SWAP | Short | 2,249 | 7.8534 GBP | |||||
| 5p ordinary | SWAP | Short | 2,298 | 7.8529 GBP | |||||
| 5p ordinary | SWAP | Short | 2,821 | 7.8390 GBP | |||||
| 5p ordinary | SWAP | Short | 2,884 | 7.8524 GBP | |||||
| 5p ordinary | SWAP | Short | 3,089 | 7.8578 GBP | |||||
| 5p ordinary | SWAP | Short | 3,451 | 7.8621 GBP | |||||
| 5p ordinary | SWAP | Short | 3,455 | 7.8514 GBP | |||||
| 5p ordinary | SWAP | Short | 3,545 | 7.8540 GBP | |||||
| 5p ordinary | SWAP | Short | 4,202 | 7.8541 GBP | |||||
| 5p ordinary | SWAP | Short | 4,348 | 7.8616 GBP | |||||
| 5p ordinary | SWAP | Short | 4,564 | 7.8535 GBP | |||||
| 5p ordinary | SWAP | Short | 5,819 | 7.8550 GBP | |||||
| 5p ordinary | SWAP | Short | 6,711 | 7.8622 GBP | |||||
| 5p ordinary | SWAP | Short | 8,365 | 7.8576 GBP | |||||
| 5p ordinary | CFD | Short | 8,621 | 7.8479 GBP | |||||
| 5p ordinary | SWAP | Short | 9,287 | 7.8633 GBP | |||||
| 5p ordinary | SWAP | Short | 9,979 | 7.8544 GBP | |||||
| 5p ordinary | SWAP | Short | 16,692 | 7.8410 GBP | |||||
| 5p ordinary | SWAP | Short | 20,157 | 7.8508 GBP | |||||
| 5p ordinary | SWAP | Short | 21,847 | 7.8400 GBP | |||||
| 5p ordinary | SWAP | Short | 34,679 | 7.8517 GBP | |||||
| 5p ordinary | SWAP | Short | 50,000 | 7.8643 GBP | |||||
| 5p ordinary | SWAP | Short | 56,472 | 7.8511 GBP | |||||
| 5p ordinary | CFD | Short | 103,167 | 7.8456 GBP | |||||
| 5p ordinary | SWAP | Short | 136,608 | 7.8494 GBP | |||||
| 5p ordinary | CFD | Short | 380,088 | 7.8532 GBP | |||||
| 5p ordinary | SWAP | Short | 380,088 | 7.8532 GBP | |||||
| 5p ordinary | SWAP Expires 12/03/2021 | Short | 1,000,000 | 7.8413 GBP |
(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 exempt principal trader 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 exempt principal trader 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: | 13 March 2019 | |
| Contact name: | Large Holdings Regulatory Operations | |
| Telephone number: | 020 3134 7213 |
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.
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