Open position

Form 8 - Molten Ventures Plc: FEE-Form 8 (OPD)*

Retrieved on: 
Thursday, December 14, 2023
Acquisition, Partnership, Open position, Disclosure, Security (finance), Property management

Esprit Capital Partners LLP, a wholly owned subsidiary undertaking of Molten Ventures plc, is the alternative investment fund manager of Molten Ventures plc and Esprit Investments (2)(B) LP and controls the voting rights of the Forward Partners Shares held by Esprit Investments (2)(B) LP.

Key Points: 
  • Esprit Capital Partners LLP, a wholly owned subsidiary undertaking of Molten Ventures plc, is the alternative investment fund manager of Molten Ventures plc and Esprit Investments (2)(B) LP and controls the voting rights of the Forward Partners Shares held by Esprit Investments (2)(B) LP.
  • Molten Ventures plc holds a 77.9 per cent.
  • Molten Ventures Holdings Ltd, a wholly owned subsidiary of Molten Ventures plc, holds a 50 per cent.
  • Accordingly, Molten Ventures Holdings Ltd is beneficially interested in 221,000 Forward Partners Shares held by Esprit Investments (2)(B) LP.

Renewi plc: Opening Position Disclosure

Retrieved on: 
Tuesday, October 17, 2023
Open position, Disclosure, Acquisition, Security (finance), Property management

* 50% of these shares will be released on 22 June 2024 and other 50% on 22 June 2025.

Key Points: 
  • * 50% of these shares will be released on 22 June 2024 and other 50% on 22 June 2025.
  • 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 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 making the disclosure or any person acting in concert with it:
    Irrevocable commitments and letters of intent should not be included.
  • If there are no such agreements, arrangements or understandings, state “none”
    Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, 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”
    Are any Supplemental Forms attached?

Renewi plc: Further response to possible offer announcement by Macquarie Asset Management (“Macquarie”)

Retrieved on: 
Thursday, September 28, 2023
MAKE, Acceptance, Failure, FOR, Conversion, Code, Financial Conduct Authority, UK Municipal Bonds Agency, Federal Financial Supervisory Authority, NOR, DOES, Capital market, Culture, CITY, Netherlands, Open position, Panel, FIRM, Growth, Disclosure, NOT, Carbon, FCA, Judgement of the German Federal Court of Justice on Google's autocomplete function, Takeover, COVID, Recycling, EBIT, Person, EBITDA, MADE, ANY, ISIN, Mergers and acquisitions, United Kingdom, Property management, Cryptocurrency, Renewable energy, Bank, Security (finance), Tax advisor, Renewi, Berenberg family, Macquarie

These actions will be supplemented by progress in Renewi’s digital agenda, focused on further improving customer related processes, digitising its back offices and upgrading its asset management capabilities.

Key Points: 
  • These actions will be supplemented by progress in Renewi’s digital agenda, focused on further improving customer related processes, digitising its back offices and upgrading its asset management capabilities.
  • Delivery of these initiatives is expected to drive sustainable long-term margin improvement, towards the Company’s target of high single digit % EBIT margin.
  • For the purposes of Rule 2.5(a) of the Code, this announcement has been made without the consent of Macquarie.
  • The content of the website referred to above is not incorporated into and does not form part of this announcement.

Runa Capital II (GP) (“Runa”) Statement by Runa regarding corporate governance concerns at MariaDB plc and shareholder engagement

Retrieved on: 
Thursday, September 28, 2023
MAKE, ACT, The Takeover Panel, Rationalization, Communication, Irish Takeover Panel, NOT, FOR, Central bank, OR, MariaDB, EGM, Central Bank of Ireland, Person, Open position, Schedule, Schedule 13D, MADE, Acquisition, Nature, ANY, FIRM, Davy, Knowledge, IRISH, Security (finance), Runa Capital, Disclosure, Proxy, Holding company, Bank, Cryptocurrency, Property management

Dublin, Ireland, Sept. 28, 2023 (GLOBE NEWSWIRE) -- Runa has, for a number of years, expressed serious concerns regarding the management of (“MariaDB” or the “Company”) by its directors (the “Board”). In that context, Runa has advocated for changes to the Company’s strategic direction, including a rationalization of the Company’s budget and potentially changes in senior roles in the Company. Recently, Runa became aware that the Company intended to engage in a highly dilutive equity transaction to fund its capital needs. Runa believes that such transaction would result in substantial and damaging dilution to shareholders and would not be in the interests of the Company or its shareholders.

Key Points: 
  • Dublin, Ireland, Sept. 28, 2023 (GLOBE NEWSWIRE) -- Runa has, for a number of years, expressed serious concerns regarding the management of (“MariaDB” or the “Company”) by its directors (the “Board”).
  • Recently, Runa became aware that the Company intended to engage in a highly dilutive equity transaction to fund its capital needs.
  • As a result, Runa is considering what further steps it may take to effect strategic change at MariaDB.
  • Runa invites discussion with MariaDB shareholders who share its concerns and are prepared to join it in requisitioning an EGM.

Renewi plc: Response to possible offer announcement by Macquarie

Retrieved on: 
Thursday, September 28, 2023
MAKE, Macquarie Group, NOT, NOR, FOR, Code, DOES, Financial Conduct Authority, CITY, Takeover, Person, Open position, Municipal Securities Rulemaking Board, Panel, MADE, FIRM, ANY, Mergers and acquisitions, United Kingdom, Disclosure, Property management, Tax advisor, Security (finance), Renewi

THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE

Key Points: 
  • THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE
    The Board of Renewi (the “Board”) notes the recent announcement made by Macquarie Asset Management (“Macquarie”) regarding a possible offer for the Company.
  • The Board confirms that on 25 September it received an unsolicited and highly conditional non-binding proposal from Macquarie in relation to a proposed all-cash offer of 775 pence per Renewi share.
  • The Board of Renewi strongly urges shareholders to take no action at this time.
  • For the purposes of Rule 2.5(a) of the Code, this announcement has been made without the consent of Macquarie.

Runa Capital II (GP) (“Runa”) Further statement re possible offer for MariaDB plc (“MariaDB” or the “Company”) Increased proposal to provide up to US$20 million in bridge financing

Retrieved on: 
Wednesday, September 27, 2023
MAKE, ACT, FOR, MariaDB, Central Bank of Ireland, A (Cyrillic), Davy, EIB, Runa Capital, The Takeover Panel, Letter, OR, Open position, FIRM, Knowledge, Disclosure, Irish Takeover Panel, NOT, Commitment, Documentation, Investment banking, Fund, Central bank, Person, MADE, Nature, ANY, IRISH, Holding company, Bank, Security (finance), Lease, Property management, Note

Dublin, Ireland, Sept. 26, 2023 (GLOBE NEWSWIRE) --  On 15 September 2023, Runa announced that it made an all cash proposal to the directors of MariaDB (the “Board”) to acquire, together with Runa’s investment affiliates, 100% of the issued share capital of the Company not already owned by Runa, at a price of US$0.56 per share (the “Possible Offer”). In that announcement, Runa noted the impending default of the Company under its senior debt and indicated that it was prepared, as an interim measure, to extend to the Company a US$5 million bridge loan on terms to be agreed between the parties.

Key Points: 
  • The Commitment Letter and its terms will expire if not fully executed by the Company on or prior to 29 September 2023.
  • In addition, the Company will pay Runa an origination fee of 0.5% of the loan amount.
  • This announcement does not constitute an offer to sell or invitation to purchase any securities.
  • Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel's website.

Runa Capital II (GP) (“Runa”) Statement regarding possible offer for MariaDB plc (“MariaDB” or “the Company”)

Retrieved on: 
Friday, September 15, 2023
The Takeover Panel, Irish Takeover Panel, Municipal Securities Rulemaking Board, Person, Open position, Nature, Knowledge, Disclosure, Property management, Security (finance), Typesetting

Dublin, Ireland, Sept. 15, 2023 (GLOBE NEWSWIRE) -- Runa announces that it made, on 14 September 2023, an all cash proposal to the Board of MariaDB (the “Board”) to acquire, together with Runa’s investment affiliates, 100% of the issued share capital of the Company not already owned by Runa, at a price of US$0.56 per share (the "Possible Offer").

Key Points: 
  • This announcement does not constitute an offer to sell or invitation to purchase any securities.
  • Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel's website.
  • (1)   See the Company’s report on Form 10-Q for the quarterly period ended June 30, 2023, including at pages 9 and 44.
  • (2)   See the Company’s report on Form 10-Q for the quarterly period ended June 30, 2023, including at pages 13, 54 and 55.

Adjournment of Court Meeting and General Meeting

Retrieved on: 
Sunday, November 27, 2022
Perception, London Stock Exchange, Risk, Financial Services and Markets Act 2000, LS1, Acceptance, Open position, FCA, Disclosure, Mass meeting, Code, Scheme, Nature, Policy, Financial services, Prospectus, Trustee, Documentation, Uncertainty, Person, Growth, Panel, Telephone, Link group, Court, PRA, Schneider Electric, Failure, PXS, Public expenditure, Central Square, London, J.P. Morgan & Co., Tax, Sale, Business, Financial adviser, Security (finance), Auction, Property management, Risk management, AVEVA, Proxy, Limited, Wellington Street, Acquisition, Citigroup, Numis

Slaughter and May is acting as legal adviser to Schneider Electric and Bidco in connection with the Acquisition.

Key Points: 
  • Slaughter and May is acting as legal adviser to Schneider Electric and Bidco in connection with the Acquisition.
  • In particular, the ability of persons who are not resident in the UK to vote their AVEVA Shares at the Court Meeting or General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their AVEVA Shares at the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located.
  • Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.
  • Lines are open from 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday, excluding public holidays in England and Wales.

Dispatch of Addendum Letters to Participants in the AVEVA Share Plans

Retrieved on: 
Sunday, November 27, 2022
Perception, London Stock Exchange, Risk, Financial Services and Markets Act 2000, LS1, Acceptance, Open position, FCA, Disclosure, Mass meeting, Code, Scheme, Nature, Policy, Financial services, Prospectus, Trustee, Documentation, Uncertainty, Person, Growth, Panel, Telephone, Link group, Court, PRA, Schneider Electric, Failure, PXS, Public expenditure, Central Square, London, J.P. Morgan & Co., Tax, Sale, Business, Financial adviser, Security (finance), Auction, Property management, Risk management, AVEVA, Proxy, Limited, Wellington Street, Acquisition, Citigroup, Numis

Slaughter and May is acting as legal adviser to Schneider Electric and Bidco in connection with the Acquisition.

Key Points: 
  • Slaughter and May is acting as legal adviser to Schneider Electric and Bidco in connection with the Acquisition.
  • Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.
  • AVEVA Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding the Acquisition.
  • Lines are open from 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday, excluding public holidays in England and Wales.

Dispatch of Letters to Participants in the AVEVA Share Plans

Retrieved on: 
Monday, November 7, 2022
PXS, London, Code, Failure, FCA, Scheme, Policy, Disclosure, Panel, Prospectus, Growth, Compliance, Trustee, Financial services, Mass meeting, PRA, Tax, Business, Financial Services and Markets Act 2000, Mission statement, Forward-looking statement, Court, Acceptance, Perception, Sale, London Stock Exchange, Open position, Central Square, Nature, J.P. Morgan & Co., Documentation, Schneider Electric, Telephone, Uncertainty, LS1, Risk, Link group, Public expenditure, Person, Bank, Financial adviser, Security (finance), Property management, Risk management, Proxy, Numis, Wellington Street, Acquisition, AVEVA, Citigroup, Limited

Slaughter and May is acting as legal adviser to Schneider Electric and Bidco in connection with the Acquisition.

Key Points: 
  • Slaughter and May is acting as legal adviser to Schneider Electric and Bidco in connection with the Acquisition.
  • Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.
  • AVEVA Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding the Acquisition.
  • Lines are open from 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday, excluding public holidays in England and Wales.