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: |
Norges
Bank |
(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. |
N/A |
(c)
Name of offeror/offeree in relation to whose relevant securities
this form relates:
Use a separate form for each
offeror/offeree |
Shawbrook
Group PLC |
| (d) If
an exempt fund manager connected with an offeror/offeree, state
this and specify identity of offeror/offeree: |
N/A |
(e)
Date position held/dealing undertaken:
For an opening position disclosure,
state the latest practicable date prior to the disclosure |
Dealing
Disclosure 23/03/2017 |
(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 (Not
required)
Pollen Street Capital Limited and BC Partners LLP |
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: |
1p
ordinary |
|
Interests |
Short
positions |
| Number |
% |
Number |
% |
| (1) Relevant
securities owned and/or controlled: |
5,423,972 |
2.17 |
|
|
| (2) Cash-settled
derivatives: |
|
|
|
|
| (3) Stock-settled
derivatives (including options) and agreements to
purchase/sell: |
|
|
|
|
TOTAL: |
5,423,972* |
2.17 |
|
|
*Norges Bank does not have discretion
regarding dealing and offer acceptance decisions in respect of
3,095,950 shares that are included in the total above.
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 |
| 1p ordinary |
Purchase |
2,278 |
GBP 3.0297 |
(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 |
|
|
|
|
|
(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” |
|
(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” |
|
(c) Attachments
| Is a
Supplemental Form 8 (Open Positions) attached? |
NO |
| Date
of disclosure: |
24/03/2017 |
|
Contact name: |
Philippe
Chiaroni |
|
Telephone number: |
+4724073297 |
Public disclosures under Rule 8 of
the Code must be made to a Regulatory Information Service and must
also be emailed to the Takeover Panel at
monitoring@disclosure.org.uk. 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.