REG-Intel Corporation Form 8.3 - MariaDB plc
09/10/2023 08:15
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Form 8.3 - MariaDB plc
FORM 8.3
IRISH TAKEOVER PANEL
OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH
TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 BY PERSONS WITH INTERESTS IN
RELEVANT SECURITIES REPRESENTING 1% OR MORE
1. KEY INFORMATION
INTEL CAPITAL CORPORATION AND INTEL CORPORATION
(a) Full name of discloser
(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.
CITIBANK N.A (AS REGISTERED OWNER), INTEL CAPITAL CORPORATION (AS BENEFICIAL
OWNER) AND INTEL CORPORATION (AS ULTIMATE BENEFICIAL OWNER)
(c) Name of offeror/offeree in relation to whose relevant securities this form
relates
Use a separate form for each offeror/offeree
MariaDB plc
(d) If an exempt fund manager connected with an offeror/offeree, state this
and specify identity of offeror/offeree (Note 1)
(e) Date position held/dealing undertaken
For an opening position disclosure, state the latest practicable date prior to
the disclosure
6 OCTOBER 2023
(f) In addition to the company in 1(c) above, is the discloser also making N/A
disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state “N/A”
2. INTERESTS AND SHORT POSITIONS
If there are interests and short positions to disclose in more than one class
of relevant securities of the offeror or offeree named in 1(c), copy table 2
for each additional class of relevant security.
Interests and short positions in the relevant securities of the offeror or
offeree to which the disclosure relates following the dealing (if any)
(Note 2)
Class of relevant security
(Note 3)
ORDINARY SHARES
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled 6,282,325 9.2778
(2) Cash-settled derivatives
(3) Stock-settled derivatives (including options) and agreements to purchase/
sell
Total 6,282,325 9.2778
All interests and all short positions should be disclosed.
Details of options including rights to subscribe for new securities and 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.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4)
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
(Note 5)
(b) Cash-settled derivative transactions
Class of relevant security Product description Nature of dealing Number of reference securities (Note 6) Price per unit (Note 5)
e.g. CFD
e.g. opening/ closing a long/ short position, increasing/ reducing a long/
short position
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security Product description Writing, purchasing, selling, varying Number of securities to which option relates (Note 6) Exercise price per unit Type Expiry date Option money paid/ received per unit
e.g. call option
etc.
e.g. American, European etc.
(ii) Exercise
Class of relevant security Product description Exercising/ exercised against Number of securities Exercise price per unit (Note 5)
e.g. call option
(d) Other dealings (including transactions in respect of new securities) (Note
3)
Class of relevant security Nature of dealing Details Price per unit (if applicable) (Note 5)
e.g. subscription, conversion, exercise
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
Full details of any agreement, arrangement or understanding between the person
disclosing and any other person relating to the voting rights of any relevant
securities under any option referred to on this form or relating to the voting
rights or future acquisition or disposal of any relevant securities to which
any derivative referred to on this form is referenced. If none, this should be
stated.
NONE
(c) Attachments
Is a Supplemental Form 8 attached? NO
Date of disclosure 6 OCTOBER 2023
Contact name PENNY BRUCE
Telephone number +1 (408)-893-0601
Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory
Information Service.
NOTES ON FORM 8.3
1. See the definition of “connected fund manager” in Rule 2.2 of Part A of
the Rules.
2. See the definition of “interest in a relevant security” in Rule 2.5 of
Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules.
3. See the definition of “relevant securities” in Rule 2.1 of Part A of
the Rules.
4. See the definition of “dealing” in Rule 2.1 of Part A of the Rules.
5. If the economic exposure to changes in the price of securities is limited,
for example, by virtue of a stop loss arrangement relating to a spread bet,
full details must be given.
6. See Rule 2.5(d) of Part A of the Rules.
7. If details included in a disclosure under Rule 8 are incorrect, they should
be corrected as soon as practicable in a subsequent disclosure. Such
disclosure should state clearly that it corrects details disclosed previously,
identify the disclosure or disclosures being corrected, and provide sufficient
detail for the reader to understand the nature of the corrections. In the case
of any doubt, the Panel should be consulted.
For full details of disclosure requirements, see Rule 8 of the Rules. If in
doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel
Act, 1997, Takeover Rules, 2022.
Penny Bruce
+1 (408)-893-0601
penelope.bruce@intel.com (mailto:penelope.bruce@intel.com)
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