AGS: Carlson Capital, L.P.: Form 8.3 - Aegis Group PLC
AGS: Carlson Capital, L.P.: Form 8.3 - Aegis Group PLC UK Regulatory Announcement LONDON 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 Carlson Capital, L.P. are being disclosed: (b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient (c) Name of offeror/offeree in relation to whose Offeree: Aegis Group Plc relevant securities this form relates: (GB00B4JV1B90) Use a separate form for each offeror/offeree (XS0497975838) (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: December 28, 2012 (f) Has the discloser previously disclosed, or are No they today disclosing, under the Code in respect of any other party to this offer? If YES, specify which: 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: 5.5p Ordinary Class of relevant security: Isin GB00B4JV1B90 Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: (2) Derivatives (other than options): 8,688,251 .74076% (3) Options and agreements to purchase/sell: TOTAL: 8,688,251 .74076% Class: 2.5% Convertible Bonds due April 2015 Class of relevant security: Isin XS0497975838 Interests Short positions Number % Number % (1) Relevant securities owned 12,500,000 6.558237% and/or controlled: (2) Derivatives (other than options): (3) Options and agreements to purchase/sell: TOTAL: 12,500,000 6.558237% 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 Price per unit Class of relevant security Purchase/sale Number of securities GBP (Net Price) (b) Derivatives transactions (other than options) Nature of dealing Price Product per unit Class of description e.g. opening/closing a Number of relevant long/short position, reference GBP security e.g. CFD increasing/reducing a securities long/short position (Net Price) 5.5p CFD Increasing a long position 397 2.34547 Ordinary (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying Writing, Number of Type Option Class of Product purchasing, securities Exercise money relevant description selling, to which price e.g. Expiry paid/ security e.g. call varying option per unit American, date received option etc. relates European per unit etc. (ii) Exercising Product Class of relevant description Number of Exercise price security securities per unit e.g. call option (d) Other dealings (including subscribing for new securities) Nature of dealing Class of relevant Details Price per unit (if security e.g. subscription, applicable) conversion 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” (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” (c) Attachments Is a Supplemental Form 8 (Open Positions) attached? YES/NO Date of disclosure: December 31, 2012 Contact name: Scott Davis Telephone number: 214 932 9623 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 email@example.com. 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. Contact: Carlson Capital, L.P.