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AGS: Carlson Capital, L.P.: Form 8.3 - Aegis Group Holdings



  AGS: Carlson Capital, L.P.: Form 8.3 - Aegis Group Holdings

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:            January 30, 2013
(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):    8,756,946   .74647%                 
(3) Options and agreements to                                                
purchase/sell:
TOTAL:                                   8,756,946   .74647%                 

                                  Class: 2.5% Convertible Bonds due April 2015
Class of relevant security:      
                                  Isin XS0497975838
                                  Interests                   Short positions
                                  Number          %           Number        %
(1) Relevant securities owned     12,300,000      6.4533%                    
and/or controlled:
(2) Derivatives (other than                                                  
options):
(3) Options and agreements to                                                
purchase/sell:
TOTAL:                            12,300,000      6.4533%                    

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)
2.5% Convertible Bonds due April     Sales           100,000       166.50
2015

(b) Derivatives transactions (other than options)

                                                                        Price
                           Nature of dealing                            per
Class of    Product                                       Number of     unit
relevant    description    e.g. opening/closing a         reference    
security                   long/short position,           securities    GBP
            e.g. CFD       increasing/reducing a
                           long/short position                          (Net
                                                                        Price)

(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:   January 31, 2013
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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