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) Identity of the person whose positions/dealings are being disclosed:

 

Water Island Capital, LLC

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient

 

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

 

K3 CAPITAL GROUP PLC

(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:

 

10 February 2023

(f) Has the discloser previously disclosed, or are they today disclosing, under the Code in respect of any other party to this offer?

 

 

No

 

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(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:

 

 

Ordinary shares

 

 

 

Interests

 

Short positions

 

Number

 

%

 

Number

 

%

(1) Relevant securities owned and/or controlled:

1,284,272

1.6603

 

 

 

 

(2) Derivatives (other than options):

 

 

 

 

 

 

 

 

(3) Options and agreements to purchase/sell:

 

 

 

 

 

 

 

 

 

TOTAL:

 

1,284,272

 

1.6603

 

 

 

 

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, 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 executive options)

Class of relevant security in relation to which subscription right exists:

 

 

Details, including nature of the rights concerned and relevant percentages:

 

 

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.

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

(a) Purchases and sales

Class of relevant security

 

Purchase/sale

 

 

Number of securities

 

Price per unit

Ordinary Shares

 

Purchase

 

14,605

 

GBP 3.4900

Ordinary Shares

 

Purchase

 

50,000

 

GBP 3.4900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(b) Derivatives transactions (other than options)

Class of relevant security

 

Product description

e.g. CFD

 

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

 

Number of reference securities

 

Price per unit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(c) Options transactions in respect of existing securities

(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

e.g. American, European etc.

 

Expiry date

 

Option money paid/ received per unit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(ii) Exercising

Class of relevant security

 

Product description

e.g. call option

 

Number of securities

 

Exercise price per unit

 

 

 

 

 

 

 

 

(d) Other dealings (including subscribing for new securities)

Class of relevant security

 

Nature of dealing

e.g. subscription, conversion

 

Details

 

Price per unit (if applicable)

 

 

 

 

 

 

 

 

The currency of all prices and other monetary amounts should be stated.

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.

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:

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:

 

13 February 2023

 

Contact name:

 

Scott Gordon

Telephone number:

 

917-475-9254

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. 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.

Copyright Business Wire 2023