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RNS Number : 2933W Valderrama Ltd 14 April 2023
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT
(INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: Yellow (SPC) Bidco Limited, a company indirectly owned or controlled by a
consortium comprised of SPWOne V Limited, Castelnau Group Limited and Phoenix
Asset Management Partners Limited
(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 Dignity plc
relates:
Use a separate form for each offeror/offeree
(d) Status of person making the disclosure: Offeror
e.g. offeror, offeree, person acting in concert with the
offeror/offeree (specify name of offeror/offeree)
(e) Date dealing undertaken: 13 April 2023
(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 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
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:
Class of relevant security: Ordinary shares of 12 48/143 pence each
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: 103,375 0.20 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:
103,375* 0.20% NIL NIL
TOTAL:
*In addition, Phoenix Asset Management Partners Limited and Castelnau Group
Limited (each of whom is a concert party of Yellow (SPC) Bidco Limited for the
purposes of the offer), hold, in an aggregate, 14,876,159 Dignity shares
(representing approximately 29.67% of Dignity's issued share capital).
*In addition, Phoenix Asset Management Partners Limited and Castelnau Group
Limited (each of whom is a concert party of Yellow (SPC) Bidco Limited for the
purposes of the offer), hold, in an aggregate, 14,876,159 Dignity shares
(representing approximately 29.67% of Dignity's issued share capital).
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 (including directors'
and other employee options)
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. DEALINGS 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
(i) Party to an offer or person acting in concert (except for
a principal trader in the same group as a connected adviser)
Class of relevant security Purchase/sale Number of securities Price per unit
Ordinary shares of 12 48/143 pence each Purchase 634 537.0000
Ordinary shares of 12 48/143 pence each Purchase 91,344 540.0000
Ordinary shares of 12 48/143 pence each Purchase 11,397 541.0000
(ii) Principal trader where the sole reason for the connection
is that the principal trader is in the same group as a connected adviser
Class of relevant security Purchases/ sales Total number of securities Highest price per unit paid/received Lowest price per unit paid/received
N/A N/A N/A N/A N/A
(b) Cash-settled derivative transactions
Class of relevant security Product description Nature of dealing Number of reference securities Price per unit
e.g. CFD e.g. opening/closing a long/short position, increasing/reducing a long/short
position
N/A N/A N/A N/A N/A
(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 Expiry date Option money paid/ received per unit
e.g. American, European etc.
N/A N/A N/A N/A N/A N/A N/A N/A
(ii) Exercise
Class of relevant security Product description Exercising/ exercised against Number of securities Exercise price per unit
e.g. call option
N/A N/A N/A N/A N/A
(d) Other dealings (including subscribing for new securities)
Class of relevant security Nature of dealing Details Price per unit (if applicable)
e.g. subscription, conversion
N/A N/A 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 party to
the offer or person acting in concert making the disclosure and any other
person:
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 or person acting in concert 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"
N/A
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) No
Supplemental Form 8 (SBL) No
Date of disclosure: 14 April 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 dealing 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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