REG - BkofA Merrill Lynch EMIS Group PLC - Form 8.3 - EMIS Group plc

EMISAnnouncement

27/10/2023 11:00

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RNS Number : 5720R  Bank of America Merrill Lynch  27 October 2023

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:                                                         Bank of America Corporation
 (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      EMIS Group plc
    relates:
    Use a separate form for each offeror/offeree
 (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:                                          26/10/2023
    For an opening position disclosure, state the latest

 practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the                                NO

 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"

Bank of America Corporation

 (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

EMIS Group 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

26/10/2023

 (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:           1p ordinary
                                       Interests          Short Positions
                                       Number     %       Number     %
 (1)  Relevant securities owned        1,166,998  1.819%  0          0 %

 and/or controlled:
 (2)  Cash-settled derivatives:        0          0%      1,166,998  1.819%
 (3)  Stock-settled derivatives        0          0%      0          0 %

 (including options) and

 agreements to purchase/sell:
 TOTAL:                                1,166,998  1.819%  1,166,998  1.819%

1,166,998

1.819%

0

0 %

 (2)  Cash-settled derivatives:

0

0%

1,166,998

1.819%

 (3)  Stock-settled derivatives

(including options) and

agreements to purchase/sell:

0

0%

0

0 %

TOTAL:

1,166,998

1.819%

1,166,998

1.819%

 

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   N/A

which subscription right exists:
 Details, including nature of the rights     N/A

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    Price per unit

securities
 1p ordinary                 Purchase       20,046       19.2 GBP
 1p ordinary                 Sale           20,046       19.2 GBP

 

 (b)  Cash-settled derivative transactions

 Class of            Product description  Nature of dealing                            Number of reference securities  Price per unit

relevant security
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               Product description e.g. call option  Writing, purchasing, selling, varying etc.  Number                               Exercise   Type                           Expiry date  Option money paid/ received per unit

of
of
price
e.g. American, European etc.

relevant security
securities to which option relates
per unit
 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/  Number of    Exercise Price per

e.g. call option
exercised
securities
unit

against
 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 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:  27/10/2023
 Contact name:        Frank Lui
 Telephone number:    +44207 996 6418

 

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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