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REG - BlackRock Group Ted Baker PLC - Form 8 (DD) - Ted Baker Plc

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RNS Number : 5000W  BlackRock Group  18 August 2022

FORM 8 (DD)

 

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT
(INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

 

Following the announcement by ABG-Robin BidCo (UK) Limited ("ABG Bidco"), a
wholly owned subsidiary of Authentic Brands Group LLC ("ABG"), of its offer
for Ted Baker plc ("Ted Baker") on 16 August 2022, certain BlackRock
entities/funds are deemed under the Takeover Code to be acting in concert with
ABG Bidco (given the shareholding in ABG held by certain BlackRock managed
funds) and accordingly are disclosing their interest in Ted Baker securities
using this form going forward.

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     BlackRock, Inc.
 (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.  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  Ted Baker Plc (offeree)
 relates:

      Use a separate form for each offeror/offeree
 (d) Status of person making the disclosure:                                     Person acting in concert with the offeror ABG-Robin BidCo (UK) Limited (a

                                                                               newly incorporated entity wholly-owned by Authentic Brands Group, LLC)
      e.g. offeror, offeree, person acting in concert with the
 offeror/offeree (specify name of offeror/offeree)
 (e) Date dealing undertaken:                                                    17 August 2022
 (f)  In addition to the company in 1(c) above, is the discloser 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.         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

 

 Class of relevant security:                                          5p ordinary

                                                                      Interests         Short positions

                                                                      Number     %      Number    %
 (1) Relevant securities owned and/or controlled:                     1,592,532  0.86%  0         0.00%
 (2) Cash-settled derivatives:                                        0          0.00%  0         0.00%

 (3) Stock-settled derivatives (including options) and agreements to  0          0.00%  0         0.00%
 purchase/sell:
                                                                      1,592,532  0.86%  0         0.00%

      TOTAL:

The Takeover Panel has confirmed that these holdings have no consequences
under Rules 4, 6, 9 or 11 of the Takeover Code.

 

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).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(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 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

 

(i)         Party to an offer or person acting in concert (except for
a principal trader in the same group as a connected adviser)

 

 Class of relevant security  Purchase/sale  Number of securities  Price per unit

 

(ii)        Principal trader where the sole reason for the connection
is that the principal trader is in the same group as a connected adviser

 

 Class of relevant security  Purchases/ sales  Total number of securities  Highest price per unit paid/received  Lowest price per unit paid/received

 

(b)        Cash-settled derivative transactions

 

 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

 

(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 party to
 the offer or person acting in concert making the disclosure and any other
 person:

 Irrevocable commitments and letters of intent should not be included.  If
 there are no such agreements, arrangements or understandings, state "none"

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer or person acting in concert 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"

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             YES

 

 

 Date of disclosure:  18 August 2022
 Contact name:        Jana Blumenstein
 Telephone number:    +44 20 7743 3650

 

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 dealing disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL FORM 8 (SBL)

 

DETAILS OF SECURITIES BORROWING AND LENDING AND

FINANCIAL COLLATERAL ARRANGEMENTS BY

PARTIES TO AN OFFER AND PERSONS ACTING IN CONCERT

Note 5(l) on Rule 8 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 Full name of person making disclosure:                                      BlackRock, Inc.
 Name of offeror/offeree in relation to whose relevant securities this form  Ted Baker Plc (offeree)
 relates:

 

 

2.         SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL
POSITIONS

 

 Class of relevant security:                                               5p ordinary

                                                                           Number    %

 Securities borrowed:                                                      0         0.00%

 Securities lent (including securities subject to a security financial
 collateral arrangement with right of use or a title transfer collateral

 arrangement):                                                             648,245   0.35%

 

Details of borrowed relevant securities which have been either on-lent or sold
do not need to be disclosed.

 

3.         SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL
TRANSACTIONS

 

 Class of relevant security  Nature of transaction                                                         Number of securities

                             e.g. securities lending/borrowing, delivery/receipt of recalled securities,
                             entering into financial collateral arrangement with right of use, entering
                             into title transfer collateral arrangement etc.

 5p Ordinary                 Return of lent Securities                                                     29,595

 5p Ordinary                 Return of lent Securities                                                     45,870

 

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
(http://www.thetakeoverpanel.org.uk) .

 

 

 

 

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