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
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.

Contact:

Carlson Capital, L.P.
 
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