Disclosure Guidelines for Individuals with Interest in Relevant Securities

The Essential Guide to Form 8.3: Public Opening Position Disclosure in London

Understanding Form 8.3, a crucial tool in the world of securities, is key for anyone involved in the London Business Wire. Form 8.3 facilitates public opening position disclosure and dealing disclosure by any individual with interests in relevant securities representing 1% or more as mandated by Rule 8.3 of the Takeover Code (the “Code”).

Key Information and Positions Disclosures

Form 8.3 requires the disclosure of key information and the positions of the person making the disclosure. It’s pertinent to disclose positions or rights to subscribe in more than one class of relevant securities of the offeror or offeree indicated in section 1(c). For each additional class of relevant security, a copy of table 2(a) or 2(b) should be reproduced.

Interests, Short Positions, and Rights to Subscribe

All interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any) must be disclosed. Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be provided on a Supplemental Form 8 (Open Positions). The form also covers rights to subscribe for new securities (including directors’ and other employee options).

Dealings by the Disclosing Person

If there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), the discloser should duplicate table 3(a), (b), (c) or (d) for each additional class of relevant security dealt in. The currency for all prices and other monetary amounts must be clearly stated. These can include purchases and sales, cash-settled derivative transactions, and stock-settled derivative transactions (including options).

Additional Information Required

Form 8.3 also requests additional information such as indemnity and other dealing arrangements, agreements, arrangements or understandings relating to options or derivatives, and any attachments. Note that public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

If further clarification is needed, the Panel’s Market Surveillance Unit can be contacted. They provide consultation in relation to the Code’s disclosure requirements. Though a phone number isn’t necessary for individual disclosers, provided their contact information has been given to the Panel’s Market Surveillance Unit. Visit www.thetakeoverpanel.org.uk to view the entire Code.