TIDMSGC
RNS Number : 7657F
Pan-European Infrastructure III
23 March 2022
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: Inframobility UK Bidco Limited (a wholly owned indirect
subsidiary of Pan-European Infrastructure
III, SCSp)
(b) Owner or controller of interests and short positions N/A
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 STAGECOACH GROUP PLC
securities this form relates:
Use a separate form for each offeror/offeree
----------------------------------------------------------
(d) Is the discloser the offeror or the offeree? OFFEROR
----------------------------------------------------------
(e) Date position held: 21 March 2022
The latest practicable date prior to the disclosure
----------------------------------------------------------
(f) In addition to the company in 1(c) above, is the N/A
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"
----------------------------------------------------------
2. POSITIONS OF THE PARTY TO THE OFFER 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
Class of relevant security:
Interests Short positions
------------ ------------------
Number % Number %
-------- ------------- ---
(1) Relevant securities owned and/or controlled: Nil - Nil -
-------- ------------- ---
(2) Cash-settled derivatives: Nil - Nil -
-------- ------------- ---
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil -
-------- ------------- ---
Nil - Nil -
TOTAL:
-------- ------------- ---
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).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: NONE
Details, including nature of the rights concerned and relevant percentages: N/A
-----
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and
other employee options) of any person acting in concert with the party to the offer making
the disclosure:
DWS Investments (UK) Limited
Number of ordinary Percentage of issued
shares share capital
256,415 0.046%
---------------------
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).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
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 party to the offer making the disclosure or any person acting
in concert with it:
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 party
to the offer making the disclosure, or any person acting in concert with it, 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
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) YES
----
Date of disclosure: 23 March 2022
Contact name: Parag Sayta
-------------------
Telephone number: +44 (20) 754 55890
-------------------
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 (SBL)
DETAILS OF SECURITIES BORROWING AND LING AND
FINANCIAL COLLATERAL ARRANGEMENTS BY
PARTIES TO AN OFFER AND PERSONS ACTING IN CONCERT
Note 5(l) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Full name of person making disclosure: Inframobility UK Bidco Limited (a wholly owned indirect
subsidiary of Pan-European Infrastructure
III, SCSp)
Name of offeror/offeree in relation to whose relevant STAGECOACH GROUP PLC
securities this form relates:
----------------------------------------------------------
2. SECURITIES BORROWING AND LING/FINANCIAL COLLATERAL POSITIONS
Class of relevant security: 125/228(th) pence ordinary
Number %
------------------- --------
Securities borrowed:
------------------- --------
Securities lent (including securities subject to a security financial collateral
arrangement
with right of use or a title transfer collateral arrangement): 16,344,281 2.96
------------------- --------
Details of borrowed relevant securities which have been either
on-lent or sold do not need to be disclosed.
3. SECURITIES BORROWING AND LING/FINANCIAL COLLATERAL TRANSACTIONS
Class of relevant Nature of transaction Number of
security e.g. securities lending/borrowing, securities
delivery/receipt of recalled securities,
entering into financial collateral
arrangement with right of use,
entering into title transfer collateral
arrangement etc.
125/228(th) Certain of the funds managed by n/a
pence ordinary DWS Investment GmbH and DWS Investment
S.A. (the "Relevant Entities")
regularly enter into securities
lending transactions as part of
their ordinary course trading
activities, pursuant to which
they may receive Stagecoach Shares
as collateral from third party
counterparties from time to time.
As at 21 March 2020 (the latest
practicable date before the publication
of this disclosure), the Relevant
Entities held collateral in Stagecoach
Shares representing approximately
2.96% of the existing issued ordinary
share capital (excluding treasury
shares) of Stagecoach. The Relevant
Entities are not entitled to exercise
any voting rights attaching to
the underlying Stagecoach Shares
held as collateral, or otherwise
dispose of such Stagecoach Shares,
except upon the default of the
relevant counterparty. The Panel
has agreed on an ex parte basis
that the receipt of Stagecoach
Shares as collateral in this way
does not have any consequences
under the Code with respect to
Rule 6 and Rule 11.
------------------------------------------ ------------
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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