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REG-Millennium Partners, L.P. Form 8.3 - Ultra Electronics Holdings plc

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Form 8.3 - Ultra Electronics Holdings 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) Full name of discloser:                                                          Millennium International Management LP  
 (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.                                                                         
 (c) Name of offeror/offeree in relation to whose relevant securities this form       Ultra Electronics Holdings 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:                                           23(rd) May 2022                         
 
                                                                                                                            
 For an opening position disclosure, state the latest practicable date prior to                                               
 the disclosure                                                                                                               
 (f) In addition to the company in 1(c) above, is the discloser making                No                                      
 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 (if any)
 Class of relevant security:                                              5p ordinary (GB0009123323)                             
                                                                          Interests                      Short positions         
 
                                                                                                                               
                                                                                                                                 
                                                                          Number           %             Number          %       
 (1) Relevant securities owned and/or controlled:                         -                -             -               -       
 (2) Cash-settled derivatives:                                            1,605,112        2.237%        -               -       
 
                                                                                                                               
                                                                                                                                 
 (3) Stock-settled derivatives (including options) and agreements to      -                -             -               -       
 purchase/sell:                                                                                                                  
                                                                          1,605,112        2.237%        -               -       
 
                                                                                                                               
 TOTAL:                                                                                                                          


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 security      Purchase/sale      Number of securities      Price per unit (GBP)  
                                 
                                                                  
                                                                                                    
                                                                                                    


(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                                           (GBP)           
                                                          position                                                                                                                               
 GB0009123323                    Equity Swap              Reducing a long position                                                           1,690                               33.20           
 GB0009123323                    Equity Swap              Reducing a long position                                                           483                                 33.20           
 GB0009123323                    Equity Swap              Reducing a long position                                                           727                                 33.22           


(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?      NO  

 Date of disclosure:      24(th) May 2022   
 Contact name:            Milos Naumovic    
                          
                 
                                            
 Telephone number:        +44 203 650 8203  


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 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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(https://www.businesswire.com/news/home/20220524005807/en/)

Millennium Partners, L.P.


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