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FORM 8.3 – MGM RESORTS INTERNATIONAL
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: Barclays PLC.
(b) Owner or controller of interest and short
positions disclosed, if different from 1(a):
(c) Name of offeror/offeree in relation to whose MGM RESORTS INTERNATIONAL
relevant securities this form relates:
(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: 13 January 2021
(f) In addition to the company in 1(c) above, is the discloser making YES:
disclosures in respect of any other party to the offer? ENTAIN 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: USD 0.01 common
Interests Short Positions
Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 489,387 0.10% 619,974 0.13%
(2) Cash-settled derivatives:
508,439 0.10% 0 0.00%
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 1,021,000 0.21% 633,000 0.13%
TOTAL: 2,018,826 0.41% 1,252,974 0.25%
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 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 Purchase/sale Number of Price per unit
security securities
USD 0.01 common Purchase 1 29.6700 USD
USD 0.01 common Purchase 6 29.9733 USD
USD 0.01 common Purchase 71 29.9356 USD
USD 0.01 common Purchase 86 30.0013 USD
USD 0.01 common Purchase 100 29.9750 USD
USD 0.01 common Purchase 105 29.7147 USD
USD 0.01 common Purchase 115 29.7513 USD
USD 0.01 common Purchase 125 29.7724 USD
USD 0.01 common Purchase 190 29.7200 USD
USD 0.01 common Purchase 200 29.8600 USD
USD 0.01 common Purchase 200 29.7300 USD
USD 0.01 common Purchase 245 29.7503 USD
USD 0.01 common Purchase 263 29.7735 USD
USD 0.01 common Purchase 302 29.7519 USD
USD 0.01 common Purchase 375 29.7622 USD
USD 0.01 common Purchase 400 29.7000 USD
USD 0.01 common Purchase 500 29.9180 USD
USD 0.01 common Purchase 503 29.8414 USD
USD 0.01 common Purchase 663 29.9916 USD
USD 0.01 common Purchase 900 29.7188 USD
USD 0.01 common Purchase 1,300 29.7623 USD
USD 0.01 common Purchase 1,300 29.9023 USD
USD 0.01 common Purchase 1,400 29.8092 USD
USD 0.01 common Purchase 1,401 29.7706 USD
USD 0.01 common Purchase 1,612 29.6719 USD
USD 0.01 common Purchase 2,000 29.8296 USD
USD 0.01 common Purchase 2,100 29.8052 USD
USD 0.01 common Purchase 2,833 29.8013 USD
USD 0.01 common Purchase 3,099 29.9379 USD
USD 0.01 common Purchase 7,356 30.1651 USD
USD 0.01 common Purchase 10,033 29.8344 USD
USD 0.01 common Purchase 10,535 29.7701 USD
USD 0.01 common Purchase 12,920 30.0400 USD
USD 0.01 common Purchase 13,245 29.7772 USD
USD 0.01 common Purchase 13,277 29.7712 USD
USD 0.01 common Purchase 14,488 29.7421 USD
USD 0.01 common Purchase 15,815 30.0101 USD
USD 0.01 common Purchase 18,609 29.8187 USD
USD 0.01 common Purchase 34,957 29.8055 USD
USD 0.01 common Purchase 43,091 29.8172 USD
USD 0.01 common Purchase 46,850 29.9169 USD
USD 0.01 common Purchase 83,997 29.9102 USD
USD 0.01 common Purchase 91,405 29.9809 USD
USD 0.01 common Sale 1 29.9700 USD
USD 0.01 common Sale 100 30.0200 USD
USD 0.01 common Sale 100 29.6200 USD
USD 0.01 common Sale 100 29.8000 USD
USD 0.01 common Sale 146 29.9886 USD
USD 0.01 common Sale 200 29.6800 USD
USD 0.01 common Sale 200 29.9425 USD
USD 0.01 common Sale 300 29.8633 USD
USD 0.01 common Sale 415 29.9625 USD
USD 0.01 common Sale 500 30.0080 USD
USD 0.01 common Sale 653 29.6957 USD
USD 0.01 common Sale 700 30.0014 USD
USD 0.01 common Sale 740 29.8910 USD
USD 0.01 common Sale 1,000 29.9500 USD
USD 0.01 common Sale 1,000 29.8930 USD
USD 0.01 common Sale 1,006 30.0056 USD
USD 0.01 common Sale 1,400 29.8950 USD
USD 0.01 common Sale 1,663 29.9061 USD
USD 0.01 common Sale 1,853 29.9830 USD
USD 0.01 common Sale 1,950 29.8246 USD
USD 0.01 common Sale 2,000 29.9915 USD
USD 0.01 common Sale 2,100 29.9642 USD
USD 0.01 common Sale 2,100 29.9902 USD
USD 0.01 common Sale 2,252 30.0133 USD
USD 0.01 common Sale 3,100 29.9146 USD
USD 0.01 common Sale 3,393 29.8654 USD
USD 0.01 common Sale 3,400 29.8695 USD
USD 0.01 common Sale 3,693 29.8742 USD
USD 0.01 common Sale 3,836 29.8539 USD
USD 0.01 common Sale 4,080 29.9287 USD
USD 0.01 common Sale 4,631 29.7682 USD
USD 0.01 common Sale 5,000 30.0282 USD
USD 0.01 common Sale 6,000 29.6483 USD
USD 0.01 common Sale 7,107 30.1800 USD
USD 0.01 common Sale 11,511 29.8215 USD
USD 0.01 common Sale 13,602 29.8556 USD
USD 0.01 common Sale 16,607 29.9539 USD
USD 0.01 common Sale 18,072 29.8602 USD
USD 0.01 common Sale 18,877 29.8420 USD
USD 0.01 common Sale 19,504 30.0335 USD
USD 0.01 common Sale 22,365 29.9343 USD
USD 0.01 common Sale 22,490 29.8439 USD
USD 0.01 common Sale 22,771 29.8621 USD
USD 0.01 common Sale 23,298 29.8713 USD
USD 0.01 common Sale 30,760 30.0400 USD
USD 0.01 common Sale 36,147 30.0329 USD
USD 0.01 common Sale 122,250 29.7925 USD
(b) Cash-settled derivative transactions
Class of Product Nature of dealing Number of Price per
relevant description reference unit
security securities
USD 0.01 common SWAP Long 17,840 30.0400 USD
USD 0.01 common SWAP Long 65,400 29.8714 USD
(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.
(ii) Exercise
Class of relevant security Product description Exercising/ exercised against Number of securities Exercise price per unit
e.g. call option
(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
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? YES
Date of disclosure: 14 Jan 2021
Contact name: Large Holdings Regulatory Operations
Telephone number: 020 3134 7213
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.
*If the discloser is a natural person, a telephone number does not need to be
included, provided contact information has been provided to the Panel’s
Market Surveillance Unit.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.thetakeoverpanel.org.uk%2F&esheet=52361925&newsitemid=20210114005583&lan=en-US&anchor=www.thetakeoverpanel.org.uk&index=1&md5=88fc9760d974106c731cd6962140a2c9)
.
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS,
AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the “Code”)
1. KEY INFORMATION
Identity of the person whose positions/dealings Barclays PLC.
are being disclosed:
Name of offeror/offeree in relation to whose MGM RESORTS INTERNATIONAL
relevant securities this from relates:
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class Product Writing, Number Exercise Type Expiry
of description purchasing, of price date
relevant selling, securities per unit
security varying etc to which
option
relates
USD 0.01 common Call Options Purchased 10,500 20.0000 American 15 Jan 2021
USD 0.01 common Call Options Purchased 15,800 20.0000 American 21 Jan 2022
USD 0.01 common Call Options Purchased 25,000 31.0000 American 15 Jan 2021
USD 0.01 common Call Options Purchased 99,800 15.0000 American 15 Jan 2021
USD 0.01 common Call Options Purchased 185,100 18.0000 American 15 Jan 2021
USD 0.01 common Call Options Written -244,000 23.0000 American 15 Jan 2021
USD 0.01 common Call Options Written -31,600 40.0000 American 21 Jan 2022
USD 0.01 common Put Options Purchased -120,000 27.0000 American 18 Jun 2021
USD 0.01 common Put Options Purchased -100,000 26.0000 American 19 Mar 2021
USD 0.01 common Put Options Purchased -99,400 20.0000 American 15 Jan 2021
USD 0.01 common Put Options Purchased -31,000 27.0000 American 15 Jan 2021
USD 0.01 common Put Options Purchased -5,700 5.0000 American 15 Jan 2021
USD 0.01 common Put Options Purchased -1,300 18.0000 American 18 Jun 2021
USD 0.01 common Put Options Written 120,000 20.0000 American 18 Jun 2021
USD 0.01 common Put Options Written 125,000 10.0000 American 15 Jan 2021
USD 0.01 common Put Options Written 200,000 35.0000 American 15 Jan 2021
USD 0.01 common Put Options Written 239,800 30.0000 American 15 Jan 2021
3. AGREEMENTS TO PURCHASE OR SELL ETC.
Full details should be given so that the nature of the interest or position
can be fully understood:
It is not necessary to provide details on a Supplemental Form (Open Positions)
with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
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
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.thetakeoverpanel.org.uk&esheet=52361925&newsitemid=20210114005583&lan=en-US&anchor=www.thetakeoverpanel.org.uk&index=2&md5=405f55c27a7358e6c6cef6615fd165c1)
.
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