Form 8.3 - Jardine Lloyd Thompson Group plc

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) Full name of discloser:   Ruane, Cunniff & Goldfarb L.P.
(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

  Jardine Lloyd Thompson 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

  18 September 2018
(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:   GB0005203376

5p Ordinary

    Interests   Short positions
    Number   %   Number   %
(1) Relevant securities owned and/or controlled:   4,000,000   1.83        
(2) Cash-settled derivatives:                
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:                

TOTAL:

  4,000,000   1.83        

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
GB0005203376

5p Ordinary

  SALE   3,737,817   24.55 USD

(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

(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:   19 September 2018
Contact name:   Jeffrey Haywood
Telephone number*:   212 832-5280

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.

Category Code: RET
Sequence Number: 655768
Time of Receipt (offset from UTC): 20180919T185934+0100

Contacts

Ruane, Cunniff & Goldfarb L.P.

Contacts

Ruane, Cunniff & Goldfarb L.P.