REG-Water Island Capital Form 8.3 - SPIRE HEALTHCARE GROUP PLC

Spire HealthcareAnnouncement

07/07/2021 13:30

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Form 8.3 - SPIRE HEALTHCARE GROUP PLC

 

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) Identity of the person whose positions/dealings are being disclosed:            Water Island Capital, LLC   
 (b) Owner or controller of interests and short positions disclosed, if              N/A                         
 different from 1(a):                                                                                            
 
                                                                                                               
 The naming of nominee or vehicle companies is insufficient                                                      
 (c) Name of offeror/offeree in relation to whose relevant securities this form      SPIRE HEALTHCARE 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:                                          06 July 2021                
 (f) Has the discloser previously disclosed, or are they today disclosing,                                       
 under the Code in respect of any other party to this offer?                         
                           
                                                                                     No                          
                                                                                     
                           
                                                                                                                 


2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(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:                           Ordinary shares                                       
 
                                                                                                           
                                                                                                             
                                                       Interests                     Short positions         
 
                                                                                                           
                                                                                                             
                                                       Number           %            Number          %       
 (1) Relevant securities owned and/or controlled:      167,645          .0418                                
 (2) Derivatives (other than options):                 4,139,355        1.0320                               
 (3) Options and agreements to purchase/sell:                                                                
 TOTAL:                                                4,307,000        1.0738                               


All interests and all short positions should be disclosed.

Details of any open derivative or option positions, 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
executive options)
 Class of relevant security in relation to which subscription right exists:           
 Details, including nature of the rights concerned and relevant percentages:          


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.

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

(a) Purchases and sales
 Class of relevant security      Purchase/sale      Number of securities      Price per unit  
                                 
                                                            
                                                                                              
 Ordinary Shares                 Purchase           1,941                     GBP 2.3825      
                                                                                              
                                                                                              
                                                                                              
                                                                                              


(b) Derivatives transactions (other than options)
 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                                                                                                                               
 Ordinary Shares                 CFD                      Increasing a long position                                                         48,059                              GBP 2.3825      
                                                                                                                                                                                                 
                                                                                                                                                                                                 


(c) Options transactions in respect of existing securities

(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) Exercising
 Class of relevant security      Product description      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                                                    
                                                                                                                  


The currency of all prices and other monetary amounts should be stated.

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.

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:                                             
 
                                                                              
 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:      07 July 2021  
 Contact name:            Scott Gordon  
 Telephone number:        917-475-9254  


Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service and must also be emailed to the Takeover Panel at
monitoring@disclosure.org.uk (mailto:monitoring@disclosure.org.uk) . 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
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.thetakeoverpanel.org.uk&esheet=52456076&newsitemid=20210707005194&lan=en-US&anchor=www.thetakeoverpanel.org.uk&index=1&md5=ea4d5393886a49c328834f568019c56a)
.



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