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: | Jefferies International Limited |
| (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 relates: Use a separate form for each offeror/offeree | Alphawave IP 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: For an opening position disclosure, state the latest practicable date prior to the disclosure |
2nd April 2025 |
| (f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" |
No |
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:
| 1p ordinary | |||
|
| Interests | Short positions | ||
|
| Number | % | Number | % |
| (1) Relevant securities owned and/or controlled: |
|
| 509,989 | 0.067 |
| (2) Cash-settled derivatives:
| 3,759 | 0.000 | 108,437 | 0.014 |
| (3) Stock-settled derivatives 9,046,722 (including options) and agreements to purchase/sell: |
|
|
|
|
| TOTAL: | 3,759 | 0.000 | 618,426 | 0.082 |
| Class of relevant security:
| Senior unsecured convertible bond | |||
|
| Interests | Short positions | ||
|
| Number | % | Number | % |
| (1) Relevant securities owned and/or controlled: | 7,400,000 | 4.933 |
|
|
| (2) Cash-settled derivatives:
| 0 | 0.000 | 0 | 0.000 |
| (3) Stock-settled derivatives 9,046,722 (including options) and agreements to purchase/sell: |
|
|
|
|
| TOTAL: | 7,400,000 | 4.933 | 0 | 0.000 |
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 (GBX) |
| 1p ordinary | Purchases
Sales
| 60 300,000 35,000 6,591 10,000
283,170
30 3,000 2,000 5,000 30 100,000 51,144 468 572 572 447 555 1,747 111,233 4,301 4,895 1,574 1,520 2,948 440 11,669 430 949 1,756 883 823 453 3,313 966 457 432 6,591
300,000 | 134.0500 136.5000 137.5460 137.7000 138.0000
1.7300 USD
133.1000 134.3500 134.4000 134.6500 135.0000 136.0000 136.5000 136.6000 136.7000 136.8000 136.8500 136.9000 136.9500 137.0000 137.1000 137.1500 137.2000 137.3000 137.5000 137.6500 137.7000 137.7500 137.8000 137.9000 137.9500 138.0000 138.0500 138.1000 138.2000 138.2500 138.3000 138.6000
1.7673 USD |
| Class of relevant security | Purchase/sale
| Number of securities | Price per unit (USD) |
| Senior unsecured convertible bond | Purchase
Sale | 1,000,000
1,000,000 | 124.0000
123.2500 |
(b) Cash-settled derivative transactions
| 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 (GBX) |
| 1p ordinary | | | | |
| 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 (GBX) |
| Senior unsecured convertible bond | | | | |
(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 e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
| | | | | | | | |
(ii) Exercise
| Class of relevant security | Product description e.g. call option | Exercising/ exercised against | 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) |
|
|
|
|
|
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: | 3rd April 2025 |
Contact name: | Jason Williams |
Telephone number | 020 7029 8706 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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