TIDMSGC
RNS Number : 2471G
Pan-European Infrastructure III
28 March 2022
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON
ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF
DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 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) Status of person making the disclosure: OFFEROR
e.g. offeror, offeree, person acting in concert with the
offeror/offeree (specify name of
offeror/offeree)
----------------------------------------------------------
(e) Date dealing undertaken: 25 March 2022
----------------------------------------------------------
(f) In addition to the company in 1(c) above, is the Y - NATIONAL EXPRESS GROUP PLC
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 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
Class of relevant security: 125/228(th) pence ordinary
Interests Short positions
-------------------- ------------------
Number % Number %
----------- ------- -------- --------
(1) Relevant securities owned and/or controlled: 93,720,491 16.99 Nil -
----------- ------- -------- --------
(2) Cash-settled derivatives: Nil - Nil -
----------- ------- -------- --------
(3) Stock-settled derivatives (including options) and agreements to Nil - Nil -
purchase/sell:
----------- ------- -------- --------
TOTAL: 93,720,491 16.99 Nil -
----------- ------- -------- --------
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 (including directors' and other employee options)
Class of relevant security in relation to which subscription right exists: N/A
Details, including nature of the rights concerned and relevant percentages: N/A
----
3. DEALINGS 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
(i) Party to an offer or person acting in concert (except for a
principal trader in the same group as a connected adviser)
Class of relevant security Purchase/sale Number of securities Price per unit
125/228(th) pence ordinary Purchase 93,720,491 105p
--------------- --------------------- ---------------
(ii) Principal trader where the sole reason for the connection
is that the principal trader is in the same group as a connected
adviser
Class of relevant Purchases/ sales Total number of Highest price per unit Lowest price per unit
security securities paid/received paid/received
N/A
----------------- ------------------------ ----------------------- -----------------------
(b) Cash-settled derivative transactions
Class of relevant Product description Nature of dealing Number of reference Price per unit
security e.g. CFD e.g. opening/closing a securities
long/short position,
increasing/reducing a
long/short position
N/A
-------------------- ------------------------- ------------------------- ---------------
(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
N/A
-------------------- ----------------------- --------------------- -----------------------
(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
N/A
------------------------------- -------- -------------------------------
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 or person acting in concert making the
disclosure and any other person:
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 or person acting in concert 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
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) YES
----
Date of disclosure: 28 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 dealing 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 LENDING 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 LENDING/FINANCIAL COLLATERAL POSITIONS
Class of relevant security: 125/228(th) pence ordinary
Number %
------------------ ---------
Securities borrowed: Nil Nil
------------------ ---------
Securities lent (including securities subject to a security financial collateral Nil Nil
arrangement
with right of use or a title transfer collateral arrangement):
------------------ ---------
Certain of the funds managed by 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 25 March 2022 (the latest practicable
date before the publication of this disclosure), the Relevant Entities held collateral in
Stagecoach shares representing approximately 2.99% 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.
Details of borrowed relevant securities which have been either
on-lent or sold do not need to be disclosed.
3. SECURITIES BORROWING AND LENDING/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.
n/a n/a n/a
------------------------------------------ ------------
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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END
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