10 Jan 2022 15:45
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: | Equities First Holdings LLC |
(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. | - |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Tungsten Corporation plc |
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: | - |
(e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 17 December 2021 |
(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 |
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:
| 0.438p Ordinary shares (NB: On the basis of in aggregate 126,537,962 ordinary shares in issue) | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 447,773 | 0.35% | - | - |
(2) Cash-settled derivatives:
| - | - | - | - |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | - | - | 3,000,000 | 2.37% |
TOTAL: | 447,773 | 0.35% | 3,000,000 | 2.37% |
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 |
- | - | -
| -
|
(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 |
0.438p Ordinary shares | Call option | Exercised against | 1,500,000 | * See Note below.
|
* Note: These shares were originally transferred to the discloser (as lender) pursuant to a securities loan agreement, which contained a call option for the benefit of the borrower. The price associated with the discloser's return of shares to the borrower pursuant to the exercise of this call option is the same price as they were originally transferred to the discloser. This price does not reflect the current market price at the date of this disclosure. It is a factor of the aggregate value of the loan and a % of the average market price at the date the original loan was taken out in 2016. Any reference to exercise price per unit here will therefore be misleading.
(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 |
Date of disclosure: | 10 January 2022 |
Contact name: | Katie Shore |
Telephone number*: | +1 317-429-3500 |
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.
*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.
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: | Equities First Holdings LLC |
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | Tungsten Corporation 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 |
0.438p ordinary shares | Call option | See below. | 3,000,000 | See below. | See below. | See below. |
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: |
These shares were originally transferred to Equities First (as lender) pursuant to a securities loan agreement dated 14 October 2016, which contained a call option for the benefit of Issus LP (the borrower). The option is exercisable in relation to tranches of shares at various maturity dates of tranches of the loan. If the call option is exercised, Equities First is required to return the shares back to Issus. If not exercised, Equities First will retain applicable shares. Section 2 above sets out the current aggregate amount of shares over which the call option could be exercised. The price associated with Equities First's return of shares to Issus pursuant to the exercise of this call option is the same price as they were originally transferred to Equities First. This price does not reflect the current market price at the date of this disclosure. It is a factor of the aggregate value of the loan and a % of the average market price at the date the original loan was taken out in 2016. Any reference to exercise price per unit here will therefore be misleading. |
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.