Form 8.3 - Keywords Studios plc - Octopus Investments
08 July 2024 - 11:50PM
Form 8.3 - Keywords Studios plc - Octopus Investments
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: |
OCTOPUS INVESTMENTS LTD |
(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 |
Keywords Studios 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 |
05/07/2024 |
(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 1p (GB00BBQ38507) |
|
Interests |
Short positions |
|
Number |
% |
Number |
% |
(1) Relevant
securities owned and/or controlled: |
4,100,483 |
5.12 |
|
|
(2) Cash-settled
derivatives: |
|
|
|
|
(3) Stock-settled
derivatives (including options) and agreements to
purchase/sell: |
|
|
|
|
TOTAL: |
4,100,483 |
5.12 |
|
|
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 |
Ordinary 1p |
Sale |
580 |
23.89 |
(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) |
Ordinary 1p Ordinary 1p |
In-specie transfer out In-specie transfer
out |
85 85 |
N/A 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 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: |
08/07/2024 |
Contact name: |
Robbie Campbell |
Telephone number/email: |
Robbie.campbell@octopusinvestments.com |
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.