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:
|
SAMSON
ROCK CAPITAL LLP
|
|
(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.
|
|
|
(c) Name
of offeror/offeree in relation to whose relevant securities this
form relates:
Use a
separate form for each offeror/offeree
|
TCLARKE
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
|
17/06/2024
|
|
(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:
|
ORDINARY
10p
|
|
|
Interests
|
Short
positions
|
|
|
Number
|
%
|
Number
|
%
|
|
(1) Relevant
securities owned and/or controlled:
|
|
|
|
|
|
(2) Cash-settled
derivatives:
|
1,815,617
|
3.27
|
|
|
|
(3) Stock-settled
derivatives (including options) and agreements to
purchase/sell:
|
|
|
|
|
|
TOTAL:
|
1,815,617
|
3.27
|
|
|
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
|
|
|
|
|
|
(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
|
|
10p
Ordinary
|
Equity
Swap
|
Increasing
a long position
|
12,030
|
159.0159
GBp
|
(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
|
|
|
|
|
|
|
|
|
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(ii) Exercise
|
Class
of relevant security
|
Product
description
e.g.
call option
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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)
|
|
|
|
|
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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: |
18/06/2024
|
|
Contact
name: |
Trishawna
Simpson
|
|
Telephone
number*: |
02039941800
|
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.