TIDMSHB

RNS Number : 5180R

Jefferies International Limited.

01 March 2023

FORM 8.5 (EPT/NON-RI)

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:                                                Jefferies International Limited 
 (b) Name of offeror/offeree in relation to whose relevant securities this form      Shaftesbury Plc 
 relates: 
 Use a separate form for each offeror/offeree 
                                                                                    ---------------------------------- 
 (c) Name of the party to the offer with which exempt principal trader is            Capital & Counties Properties Plc 
 connected: 
                                                                                    ---------------------------------- 
 (d) Date position held/dealing undertaken:                                          28(th) February 2023 
 For an opening position disclosure, state the latest practicable date prior to 
 the disclosure 
                                                                                    ---------------------------------- 
 (e) In addition to the company in 1(b) above, is the exempt principal trader        Capital & Counties Properties Plc 
 making disclosures 
 in respect of any other party to the offer? 
 If it is a cash offer or possible cash offer, state "N/A" 
                                                                                    ---------------------------------- 
 
   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:                                                                   25p ordinary 
                                                                                      Interests       Short positions 
                                                                                   ---------------  ------------------ 
                                                                                    Number     %     Number       % 
                                                                                   -------  ------  --------  -------- 
 (1) Relevant securities owned and/or controlled:                                   26,845   0.006 
                                                                                   -------  ------  --------  -------- 
 (2) Cash-settled derivatives:                                                                        3,345    0.0008 
                                                                                   -------  ------  --------  -------- 
 (3) Stock-settled derivatives (including options) and agreements to 
  purchase/sell:                                                                                     41,445     0.010 
                                                                                   -------  ------  --------  -------- 
 
   TOTAL:                                                                           26,845   0.006   44,790     0.011 
                                                                                   -------  ------  --------  -------- 
 

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      Purchases/ sales       Total number of       Highest price per unit   Lowest price per unit 
        security                                   securities              paid/received            paid/received 
      25p ordinary            Purchase               736,142                419.0000 GBX             416.4000 GBX 
 
                                Sale                 732,797                419.0000 GBX             417.0000 GBX 
                         -----------------  ------------------------  -----------------------  ----------------------- 
 
   (b)        Cash-settled derivative transactions 
 
   Class of relevant     Product description       Nature of dealing       Number of reference    Price per unit (GBX) 
       security                e.g. CFD         e.g. opening/closing a          securities 
                                                 long/short position, 
                                                 increasing/reducing a 
                                                  long/short position 
     25p ordinary               Swap           Opening a short position           1,574                 418.4783 
                                 Swap           Opening a short position           1,771                418.5837 
                        --------------------  --------------------------  ---------------------  --------------------- 
 
   (c)        Stock-settled derivative transactions (including options) 
   (i)         Writing, selling, purchasing or varying 
 
   Class of       Product        Writing,      Number of       Exercise          Type       Expiry date   Option money 
   relevant     description    purchasing,     securities      price per         e.g.                        paid/ 
   security      e.g. call       selling,       to which         unit         American,                   received per 
                   option      varying etc.      option                        European                       unit 
                                                relates                          etc. 
 
 
   (ii)        Exercise 
 
   Class of relevant      Product description   Exercising/ exercised    Number of securities     Exercise price per 
        security            e.g. call option           against                                           unit 
 
 
   (d)        Other dealings (including subscribing for new securities) 
 
 Class of relevant security         Nature of dealing          Details   Price per unit (if applicable) 
                               e.g. subscription, conversion 
 
 
   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?   YES 
 
 
 Date of disclosure:    1(st) March 2023 
 Contact name:          Zara Watters 
                       ----------------- 
 Telephone number:      020 7029 8661 
                       ----------------- 
 

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:                                                Jefferies International Limited 
 Name of offeror/offeree in relation to whose relevant securities the disclosure       Shaftesbury Plc 
 relates: 
                                                                                      -------------------------------- 
 
   2.         STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS) 
 
    Class of          Product         Written or        Number of      Exercise price         Type         Expiry date 
    relevant        description        purchased      securities to       per unit       e.g. American, 
    security         e.g. call                         which option                       European etc. 
                       option                         or derivative 
                                                         relates 
  25p ordinary      Exchangeable         Short            41,445             n/a               n/a         30/03/2026 
                        Bond 
                  ---------------  ----------------  ---------------  ----------------  ----------------  ------------ 
 
   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: 
 
 

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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