FORM 8.3
DISCLOSURE OF PUBLIC OPENING POSITION/DISCLOSURE OF TRADE BY
A PERSON WITH AN INTEREST IN RELEVANT SECURITIES OF 1% OR MORE
Rule 8.3 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| (a) Full name of the discloser: | Dimensional Fund Advisors Ltd. (“Dimensional”) in its capacity as Investment Manager and on behalf of its affiliates, who are also Investment Managers. Dimensional and its affiliates expressly disclaim beneficial ownership of the stocks described in this form. 8.3 | |
| (b) Owner or officer of disclosed interests and short positions, if different from 1(a): TNaming nominee or vehicle companies is insufficient. In a trust, the trustee(s) settlers and beneficiaries are to be named. |
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| (c) Name of the offeror/offeree in relation to their relevant securities this form regards: Use a separate form for each provider/offer recipient |
Capital & Counties Properties Plc (GB00B62G9D36) |
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| (d) If an exempt fund manager is associated with a provider/offeree, state so and specify identity of Vendor/Offer Recipient: | ||
| (e) Date Position Held/Trade Done: For an opening position disclosure, Condition the latest practical time before disclosure |
September 20, 2022 | |
| (f) Next to the entity in 1(c) above is the disclosing party making disclosures with respect to all Miscellaneous party to the offer? If there is a Cash offer or possible cash offerenter “N/A” |
Yes
If YES, specify which ones: Shaftsbury plc |
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there is a position or right to subscribe or disclose in more than one class of relevant securities of the provider or target recipient referred to in 1(c), copy Table 2(a) or (b) (as the case may be) for each additional relevant class of security.
(a) Interest rates and short positions in the relevant securities of the provider or target recipient to which the post-trade disclosure relates (if any)
| Class of relevant security: | 25p common shares | |||||||
| Interests | short positions | |||||||
| number | % | number | % | |||||
| (1) Relevant securities owned and/or controlled: | 11,527,821* | 1.35% | ||||||
| (2) Cash-settled derivatives: | ||||||||
| (3) Equity-settled derivatives (including options) and purchase/sale agreements: | ||||||||
|
TOTAL: |
11,527,821 | 1.35% | ||||||
*Dimensional Fund Advisors Ltd. and/or its affiliates do not control voting discretion for 29,127 shares.
All interests and Everyone Short positions should be disclosed.
Details of all open inventory settled derivative positions (including traded options)or agreements to buy or sell relevant securities should be stated on a supplemental form 8 (Open Positions).
(b) subscription rights for new securities (including directors and others employee options)
| Class of the relevant security to which there is a subscription right: | ||
| detailsincluding type of rights affected and relevant percentages: |
3. HANDLING (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
If more than one class of relevant securities of the bidder or target recipient referred to in 1(c) was traded, copy Table 3(a), (b), (c) or (d) (as the case may be) for each additional class Class of relevant security being traded.
The currency must be specified for all prices and other amounts of money.
(a) Purchases and Sales
| Class of the relevant security | purchase/sale | number of securities | price per unit | |||
| common shares | Buy | 46,798 | £1.169900 |
(b) Cash-settled derivative transactions
| Class of the relevant security | Product description eg CFD |
The nature of Handling eg opening/close a long/short positionincrease/decrease a long/short position |
number of a notice securities | price per unit | ||||
(c) Equity-settled derivative transactions (including oroptions)
(I) write, sell, Purchasing or vary
| Class of the relevant security | Product description e.G. call option | Write, Purchasing, Sale, vary etc. | number sSecurities to which the option relates | exercise Price per unit | Type eg American, European etc. |
expiry date | option money paid/ received per unit | |||||||
(ii) exercisee
| Class of the relevant security | Product description eg call option |
Train / trained against | number of securities | Strike Price per Unit | ||||
(d) Other shops (incl subscribe for new securities)
| Class of the relevant security | The nature of Handling eg subscription, conversion |
details | Price per unit (if applicable) | |||
4. OTHER INFORMATION
(a) Compensation and Other Trade Arrangements
| Ddetails of any compensation or option arrangement, or any agreement or understandingformal or informal, in relation to relevant securities which may be an inducement to trade or not to trade joined by the person making the disclosure and a party to the Offer or a 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, understandings or understandingsCondition “none” |
| none |
(b) Agreement, arrangements or agreements relating to options or derivatives
| DDetails of any agreement, understanding or understandingformal or informal, between the human make the disclosure and any other person related to: (I) the voting rights of all relevant securities under each option; or (ii) the voting rights or the future acquisition or disposal of relevant securities to which derivatives relate is referenced: If such agreements, agreements or understandings do not existCondition “none” |
| none |
(c) Attachments
| Is a Supplementary form 8 (vacancies) appropriate? | NO |
| Disclosure Date: | 21 September 2022 | |
| contact name: | Thomas Hon | |
| phone number: | 020 3033 3419 |
Disclosures under Rule 8 of the Code must be made to a regulatory information service and also emailed to the Takeover Board at [email protected]. The Panel’s Market Surveillance Unit is available for advice on the Code’s disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Board’s website at www.thetakeoverpanel.org.uk.
