Open position

Form 8 (OPD) - AVEVA Group plc

Retrieved on: 
Thursday, September 8, 2022
Partnership, Schneider Electric, Open position, Disclosure, Aveva, Acquisition, Irish Takeover Panel, Panel on Takeovers and Mergers, Company, Security (finance), Property management

* The Company and the Takeover Panel have agreed that Peter Herweck, who is on secondment from Schneider Electric SE, and Hilary Maxson and Olivier Blum, as the Schneider Electric SE nominee directors on the board of AVEVA Group plc, are not concert parties of AVEVA Group plc.

Key Points: 
  • * The Company and the Takeover Panel have agreed that Peter Herweck, who is on secondment from Schneider Electric SE, and Hilary Maxson and Olivier Blum, as the Schneider Electric SE nominee directors on the board of AVEVA Group plc, are not concert parties of AVEVA Group plc.
  • As such, any interests held by Peter, Hilary and Olivier in AVEVA Group plc have not been included in this disclosure.
  • ** This figure includes 141,057 shares held by James Kidd and 2,359 shares held by his close relatives.
  • 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).

Form 8 (OPD) - Schneider Electric SE

Retrieved on: 
Thursday, September 8, 2022
Schneider Electric, Open position, Disclosure, Aveva, Irish Takeover Panel, Panel on Takeovers and Mergers, Company, Motor vehicle

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).

Key Points: 
  • 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).
  • Class of relevant security in relation to which subscription right exists:
    Details, including nature of the rights concerned and relevant percentages:
    Details of any interests, short positions and rights to subscribe (including directors and other employee options) of any person acting in concert with the party to the offer making the disclosure:
    (a) Ordinary shares held by the directors of AVEVA Group plc, and their close relatives*
    The following directors and their close relatives hold shares in Schneider Electric SE:
    * The Company and the Takeover Panel have agreed that Peter Herweck, who is on secondment from Schneider Electric SE, and Hilary Maxson and Olivier Blum, as the Schneider Electric SE nominee directors on the board of AVEVA Group plc, are not concert parties of AVEVA Group plc.
  • As such, any interests held by Peter, Hilary and Olivier in Schneider Electric SE have not been included in this disclosure.
  • The following connected advisors of AVEVA Group plc hold shares in Schneider Electric SE:

Form 8 - Global Ports Holding PLC

Retrieved on: 
Thursday, June 30, 2022
Acquisition, Disclosure, Supplement, CEO, Open position, Security (finance), Property management

All interests and all short positions should be disclosed.

Key Points: 
  • 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 Form8 (Open Positions).
  • Class of relevant security in relation to which subscription right exists:
    Details, including nature of the rights concerned and relevant percentages:
    Details of any interests, short positions and rights to subscribe (including directors and other employee options) of any person acting in concert with the party to the offer making the disclosure:
    It is to be noted that Mehmet Kutman, who is the Chairman and CEO of Global Ports Holding PLC, holds a 32.06% stake in Global Yatrm Holding A.and therefore also holds an indirect interest in Global Ports Holding PLC of 19.92% (through the 62.54% holding of Global Yatrm Holding A.. described above).
  • 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).

Form 8 - Global Ports Holding PLC

Retrieved on: 
Wednesday, June 29, 2022
Voting rights in Singapore, Acquisition, Disclosure, Supplement, Open position, Security (finance), Property management

All interests and all short positions should be disclosed.

Key Points: 
  • 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 Form8 (Open Positions).
  • Class of relevant security in relation to which subscription right exists:
    Details, including nature of the rights concerned and relevant percentages:
    Details of any interests, short positions and rights to subscribe (including directors and other employee options) of any person acting in concert with the party to the offer making the disclosure:
    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.

Response to speculation regarding Global Ports Holding plc (the “Company”)

Retrieved on: 
Wednesday, June 15, 2022
Code, Disclosure, Panel, Open position, Person, FCA, Company, Australian Prudential Regulation Authority, Prudential regulation, United Kingdom, Panel on Takeovers and Mergers, Property management, Citigroup

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions.

Key Points: 
  • The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions.
  • Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
  • The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
  • Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Statement Regarding Possible Offer for Clipper Logistics plc

Retrieved on: 
Sunday, February 20, 2022
Depreciation, Risk, Financial adviser, Open position, Exchange, Compliance, Calendar, International Securities Identification Number, Financial Conduct Authority, EBIT, GXO, Uncertainty, COVID-19, Industry, London Stock Exchange, United Kingdom, IFRS, Sale, Nature, City Code on Takeovers and Mergers, Documentation, Person, Par value, Possibility, Pandemic, Securities Act of 1933, Disclosure, Forward-looking statement, Rothschild & Co, Takeover, Lists of disasters, Clipper, EBITDA, London, Silviculture, Security (finance), Health insurance, Holding company, Bloomberg, Numis

GREENWICH, Conn., and LONDON, Feb. 20, 2022 (GLOBE NEWSWIRE) -- The Boards of Clipper Logistics plc (“Clipper”) and GXO Logistics, Inc. (“GXO”) are pleased to announce that they have reached agreement on the key terms of a possible cash and share offer for Clipper by GXO (the “Possible Offer”).

Key Points: 
  • Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.
  • If GXO ultimately seeks to implement the transaction by way of a takeover offer, that offer will be made in compliance with applicable US laws and regulations.
  • The forward-looking statements contained in this document include statements relating to the expected effects of the Offer on Clipper and/or GXO, the expected timing and scope of the Offer, and other statements other than historical facts.
  • The following Clipper shareholders have given irrevocable undertakings to GXO to (i) vote in favour of the Possible Offer at any court meeting (or, in the event that the Possible Offer is implemented by way of a takeover offer rather than a scheme of arrangement, accept the takeover offer); and (ii) elect to receive 50 per cent.

Declaration of Special Dividend

Retrieved on: 
Monday, December 20, 2021
Disclosure, Open position, DMGT, Prudential regulation, Goldman Sachs, Document, Final Offer, Credit Suisse International v Stichting Vestia Groep, J.P. Morgan & Co., London Stock Exchange, Final, London, Person, FCA, Form, IFRS, RCL, Email, Financial Conduct Authority, United Kingdom, Internet, Code, Judgement, U.S. Securities and Exchange Commission, PRA, Panel, SEC, Company, Sale, Prudential Regulation Authority (United Kingdom), Telephone, Trustee, Originality, Special dividend, Credit Suisse, Financial adviser, Security (finance), Property management, Limited

The Final Offer will be effected solely through the Final Offer Document which contains the full terms and conditions of the Final Offer.

Key Points: 
  • The Final Offer will be effected solely through the Final Offer Document which contains the full terms and conditions of the Final Offer.
  • Each DMGT A Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Final Offer applicable to them.
  • The receipt of cash pursuant to the Final Offer and the receipt of the Special Dividend by a shareholder who is a US Holder will be a taxable transaction for US federal income tax purposes.
  • The Final Offer Document (incorporating the Original Offer Document) further sets forth certain US federal income tax consequences of the Final Offer and the receipt of the Special Dividend under current US law.

Dispatch of Supplemental Share Plan Letters

Retrieved on: 
Friday, December 3, 2021
Judgement, Goldman Sachs, Disclosure, Final, Company, Form, Telephone, Open position, London Stock Exchange, FCA, Prudential Regulation Authority (United Kingdom), Originality, Credit Suisse International v Stichting Vestia Groep, J.P. Morgan & Co., United Kingdom, Email, Code, Prudential regulation, Sale, Trustee, Financial Conduct Authority, RCL, Panel, Credit Suisse, London, Special dividend, Person, Final Offer, Document, PRA, SEC, IFRS, U.S. Securities and Exchange Commission, Internet, DMGT, Financial adviser, Security (finance), Property management

The Final Offer will be effected solely through the Final Offer Document which contains the full terms and conditions of the Final Offer.

Key Points: 
  • The Final Offer will be effected solely through the Final Offer Document which contains the full terms and conditions of the Final Offer.
  • Any decision in respect of, or other response to, the Final Offer should be made only on the basis of the information contained in the Final Offer Document.
  • Each DMGT A Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Final Offer applicable to them.
  • It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.

Dispatch of Share Plan Letters

Retrieved on: 
Monday, November 8, 2021
Goldman Sachs, Open position, Form, Prudential Regulation Authority (United Kingdom), Prudential regulation, Person, Sale, Code, Panel, Credit Suisse, Financial Conduct Authority, J.P. Morgan & Co., Telephone, IFRS, Document, DMGT, Judgement, London Stock Exchange, London, Internet, Company, Disclosure, PRA, U.S. Securities and Exchange Commission, Special dividend, SEC, Trustee, RCL, FCA, United Kingdom, Email, Credit Suisse International v Stichting Vestia Groep, Financial adviser, Security (finance), Property management

The Offer will be effected solely through the Offer Document which contains the full terms and conditions of the Offer.

Key Points: 
  • The Offer will be effected solely through the Offer Document which contains the full terms and conditions of the Offer.
  • Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document.
  • Each DMGT A Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Offer applicable to them.
  • It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.

Publication of Offer Document

Retrieved on: 
Monday, November 8, 2021
Goldman Sachs, Open position, Form, Prudential Regulation Authority (United Kingdom), Prudential regulation, Person, Sale, Code, Panel, Credit Suisse, Financial Conduct Authority, J.P. Morgan & Co., Telephone, DMGT, Judgement, London Stock Exchange, London, Internet, Company, PRA, Special dividend, U.S. Securities and Exchange Commission, Trustee, RCL, FCA, Disclosure, United Kingdom, Email, Credit Suisse International v Stichting Vestia Groep, Financial adviser, Security (finance), Property management

The Offer will be effected solely through the Offer Document which contains the full terms and conditions of the Offer.

Key Points: 
  • The Offer will be effected solely through the Offer Document which contains the full terms and conditions of the Offer.
  • Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document.
  • Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved this Offer, or passed upon the adequacy or completeness of the Offer Document.
  • The Offer Document further sets forth certain US federal income tax consequences of the Offer and the receipt of the Special Dividend under current US law.