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: |
Newtyn Management,
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. |
Funds for which Newtyn
Management, LLC is the investment manager |
|
(c) Name of
offeror/offeree in relation to whose relevant securities this form
relates:
Use a separate form for each
offeror/offeree |
Pendragon
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 |
October 6,
2023 |
|
(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” |
No |
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: |
5p
ordinary |
|
|
Interests |
Short
positions |
|
|
Number |
% |
Number |
% |
|
(1) Relevant
securities owned and/or
controlled: |
24,053,831 |
1.72% |
|
|
|
(2)
Cash-settled derivatives: |
|
|
|
|
|
(3)
Stock-settled derivatives (including options) and agreements to
purchase/sell: |
|
|
|
|
|
TOTAL: |
24,053,831 |
1.72% |
|
|
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 |
Purchase |
6,053,831 |
GBP
0.3265 |
(b)
Cash-settled derivative
transactions
|
Class of relevant
security |
Product
descriptione.g.
CFD |
Nature of
dealinge.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 |
Typee.g.
American, European
etc. |
Expiry
date |
Option money paid/
received per unit |
|
|
|
|
|
|
|
|
|
(ii)
Exercise
|
Class of relevant
security |
Product
descriptione.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
dealinge.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? |
No |
|
Date of
disclosure: |
October 6,
2023 |
|
Contact
name: |
Nazim
Ally |
|
Telephone
number*: |
212-446-2460 |
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.