REG-Manikay Partners, LLC Form 8.3 - Kennedy-Wilson Holdings, Inc. <Origin Href="QuoteRef">KW.N</Origin>

Kennedy-Wilson HoldingsAnnouncement

18/07/2017 15:20

      Form 8.3 - Kennedy-Wilson Holdings, Inc.    
    
      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:        
        
                  
        
          Manikay Partners, LLC        
      
      
        
          
            (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.          
        
        
                  
        
          N/A        
      
      
        
          
            (c) Name of offeror/offeree in relation to whose relevant             securities this form relates:
Use a separate form for             each offeror/offeree          
        
        
                  
        
          Kennedy-Wilson Holdings Inc.        
      
      
        
          (d) If an exempt fund manager connected with an offeror/offeree,           state this and specify identity of offeror/offeree:        
        
                  
        
          N/A        
      
      
        
          
            (e) Date position held/dealing undertaken:
For an             opening position disclosure, state the latest practicable date             prior to the disclosure          
        
        
                  
        
          17 July 2017        
      
      
        
          
            (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          
        
        
                  
        
          Yes, Kennedy Wilson Europe Real Estate plc        
      
    
      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:        
        
                  
        
                  
      
      
        
          
                      
        
        
                  
        
          Interests        
        
                  
        
          Short positions        
      
      
        
                  
        
                  
        
          Number        
        
                  
        
          %        
        
                  
        
          Number        
        
                  
        
          %        
      
      
        
          (1) Relevant securities owned and/or controlled:        
        
                  
        
                  
        
                  
        
                  
        
                  
        
          606,089        
        
                  
        
          0.53%        
      
      
        
          (2) Cash-settled derivatives:        
        
                  
        
                  
        
                  
        
                  
        
                  
        
                  
        
                  
        
                  
      
      
        
          (3) Stock-settled derivatives (including options) and agreements           to purchase/sell:        
        
                  
        
                  
        
                  
        
                  
        
                  
        
                  
        
                  
        
                  
      
      
        
          
            TOTAL:          
        
        
                  
        
                  
        
                  
        
                  
        
                  
        
          606,089        
        
                  
        
          0.53%        
      
    
      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 Form8 (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        
      
      
        
          USD 0.0001 Common        
        
                  
        
          Sale        
        
                  
        
          7,708        
        
                  
        
          18.8734        
      
      
        
          USD 0.0001 Common        
        
                  
        
          Sale        
        
                  
        
          7,708        
        
                  
        
          18.9750        
      
      
        
          USD 0.0001 Common        
        
                  
        
          Sale        
        
                  
        
          30,832        
        
                  
        
          18.9661        
      
    
      (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)          
        
      
    
      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:        
        
                  
        
          18 July 2017        
      
      
        
          Contact name:        
        
                  
        
          Lorelei Martin        
      
      
        
          Telephone number:        
        
                  
        
          (212) 588-6260        
      
      
        
        
        
                  
        
        
      
    
      Public disclosures under Rule 8 of the Code must be made to a       Regulatory Information Service.    
      The Panels Market Surveillance Unit is available for consultation in       relation to the Codes disclosure requirements on +44 (0)20 7638 0129.    
      The Code can be viewed on the Panels website at www.thetakeoverpanel.org.uk.    
    
View source version on businesswire.com: http://www.businesswire.com/news/home/20170718005703/en/
      Manikay Partners, LLC