REG - Valderrama Ltd Dignity PLC Castelnau Group Ltd - Form 8 (OPD)

DignityAnnouncement

10/01/2023 12:45

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RNS Number : 2770M  Valderrama Ltd  10 January 2023

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     Yellow (SPC) Bidco Limited, a newly formed company indirectly owned or
                                                                                 controlled by a consortium comprised of joint offerors SPWOne V Limited,
                                                                                 Castelnau Group Limited and Phoenix Asset Management Partners Limited
 (b) Owner or controller of interests and short positions disclosed, if          See section 3 below
 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  Dignity plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                Offeror
 (e) Date position held:                                                         9 January 2023

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          Yes - Castelnau Group Limited
 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 PARTY TO THE OFFER 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

 

 Class of relevant security:                                          Ordinary shares of 12 48/143 pence each

                                                                      Interests               Short positions

                                                                      Number      %           Number      %
 (1) Relevant securities owned and/or controlled:                     NIL         NIL         NIL         NIL
 (2) Cash-settled derivatives:                                        NIL         NIL         NIL         NIL

 (3) Stock-settled derivatives (including options) and agreements to  NIL         NIL         NIL         NIL
 purchase/sell:
                                                                      NIL         NIL         NIL         NIL

      TOTAL:

 

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

 

 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.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

 Castelnau Group Limited *

Class of relevant security:                                          Ordinary shares of 12 48/143 pence each

                                                                      Interests               Short positions

                                    Number      %           Number      %
 (1) Relevant securities owned and/or controlled:                     10,361,149  20.70       NIL         NIL
 (2) Cash-settled derivatives:                                        NIL         NIL         NIL         NIL

 (3) Stock-settled derivatives (including options) and agreements to  NIL         NIL         NIL         NIL
 purchase/sell:
                                                                      10,361,149  20.70       NIL         NIL

      TOTAL:

 

 * Phoenix Asset Management Partners Limited is the discretionary investment
 manager in respect of these interests

 Phoenix Asset Management Partners Limited (as discretionary investment manager
 for certain funds and managed accounts)

Class of relevant security:                                          Ordinary shares of 12 48/143 pence each

                                                                      Interests               Short positions

                                    Number      %           Number      %
 (1) Relevant securities owned and/or controlled:                     4,515,010   9.02        NIL         NIL
 (2) Cash-settled derivatives:                                        NIL         NIL         NIL         NIL

 (3) Stock-settled derivatives (including options) and agreements to  NIL         NIL         NIL         NIL
 purchase/sell:
                                                                      4,515,010   9.02        NIL         NIL

      TOTAL:

 

* Phoenix Asset Management Partners Limited is the discretionary investment
manager in respect of these interests

 

Phoenix Asset Management Partners Limited (as discretionary investment manager
for certain funds and managed accounts)

 

 Class of relevant security:                                          Ordinary shares of 12 48/143 pence each

                                                                      Interests               Short positions

                                                                      Number      %           Number      %
 (1) Relevant securities owned and/or controlled:                     4,515,010   9.02        NIL         NIL
 (2) Cash-settled derivatives:                                        NIL         NIL         NIL         NIL

 (3) Stock-settled derivatives (including options) and agreements to  NIL         NIL         NIL         NIL
 purchase/sell:
                                                                      4,515,010   9.02        NIL         NIL

      TOTAL:

 

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).

 

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 making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 N/A

 

 

(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 making the disclosure, or any person acting in
 concert with it, 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"

 N/A

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             NO

 

 

 Date of disclosure:  10 January 2023
 Contact name:        Anusha Vijeyaratnam (Morgan Stanley & Co. International plc)
 Telephone number:    020 7425 8000

 

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
(http://www.thetakeoverpanel.org.uk) .

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