Form 8.5 (EPT/non-RI) – De La Rue plc

De La Rue

25/06/2025 09:18

RNS Number : 3488O

Toronto-Dominion Bank London Branch

25 June 2025

 

FORM 8.5 (EPT/NON-RI)

 

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Name of exempt principal trader:
TD Execution Services Limited
(b) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree
De La Rue plc
(c) Name of the party to the offer with which exempt principal trader is connected:
ACR Bidco Limited (a company indirectly wholly-owned by funds managed and advised by Atlas FRM LLC (d/b/a Atlas Holdings LLC))
(d) Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure
23 June 2025
(e) In addition to the company in 1(b) above, is the exempt principal trader 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 EXEMPT PRINCIPAL TRADER

 

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(b), 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:
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
-
TOTAL:
Nil
-
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).

 

(b)        Rights to subscribe for new securities (including directors' and other employee options)

 

Class of relevant security in relation to which subscription right exists:
None
Details, including nature of the rights concerned and relevant percentages:
None

 

 

3.         DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

 

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), 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
Purchases/ sales
Total number of securities
Highest price per unit paid/received
Lowest price per unit paid/received
Ordinary Shares
Sale
273
129.5
129.5
Ordinary Shares
Sale
112
129.5
129.5
Ordinary Shares
Sale
31
129.5
129.5
Ordinary Shares
Sale
16
129.5
129.5
Ordinary Shares
Sale
143
129.5
129.5

 

 

(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 descriptione.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 exempt principal trader 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 exempt principal trader 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 June 2025
Contact name:
Julie Brown
Telephone number:
+353 (0)85 263 2290

 

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.

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