9th Sep 2015 16:23
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the “Code”)
The Panel Executive has agreed on an ex parte basis that the below trading have no Code consequences
1. KEY INFORMATION
| (a) Full name of discloser: | VTB Capital Plc on behalf of JSC VTB Bank and affiliated entities | ||
| (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 | Polyus Gold International Limited | ||
| (d) Status of person making the disclosure: e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree) | Person acting in concert with Offeror | ||
| (e) Date dealing undertaken: | 03 September 2015 | ||
| (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” | N/A If YES, specify which: |
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
| Class of relevant security: | JE00B5WLXH36 | ||||||||
|
| Interests | Short positions | |||||||
| Number | % | Number | % | ||||||
| (1) Relevant securities owned and/or controlled: | 38,170 | 0% | 1,000 | 0% | |||||
| (2) Cash-settled derivatives: | 0 | 0% | 0 | 0% | |||||
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0% | 0 | 0% | |||||
| TOTAL: | 38,170 | 0% | 1,000 | 0% | |||||
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).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(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 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
(i) Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)
| Class of relevant security | Purchase/sale | Number of securities | Price per unit |
(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser
| Class of relevant security | Purchases/ sales | Total number of securities | Highest price per unit paid/received | Lowest price per unit paid/received | |||||
| JE00B5WLXH36 | Sale | 1,000 | RUB 200 | RUB 200 |
(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 party to the offer or person acting in concert making the disclosure and any other person: 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 party to the offer or person acting in concert 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
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | NO | ||
| Supplemental Form 8 (SBL) | YES |
| Date of disclosure: | 09 September 2015 | ||
| Contact name: | Ricky Crump | ||
| Telephone number: | 0203 334 8783 |
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 protected]. 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.
SUPPLEMENTAL FORM 8 (SBL)
DETAILS OF SECURITIES BORROWING AND LENDING AND
FINANCIAL COLLATERAL ARRANGEMENTS BY
PARTIES TO AN OFFER AND PERSONS ACTING IN CONCERT
Note 5(l) on Rule 8 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| Full name of person making disclosure: | VTB Capital Plc on behalf of JSC VTB Bank and affiliated entities | ||
| Name of offeror/offeree in relation to whose relevant securities this form relates: | Polyus Gold International Limited |
2. SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL POSITIONS
| Class of relevant security: | JE00B5WLXH36 | ||||
| Number | % | ||||
| Securities borrowed:
Shares held as part of various repurchase agreements |
610,439,649* |
20.1% | |||
| Securities lent (including securities subject to a security financial collateral arrangement with right of use or a title transfer collateral arrangement): | 0 | 0% | |||
*Includes 6,692,291 GDR (US73180Y2037) which we have converted 1:1 for disclosure purposes
This position arises as a result of repurchase agreements under which the counterparty retains the voting rights attributable to such shares
The Panel Executive has agreed on an ex parte basis that such repurchase agreements may be re-financed on equivalent terms in respect of the same number of securities and that such re-financing will not require disclosure pursuant to Rule 4.6 of the Takeover Code
Details of borrowed relevant securities which have been either on-lent or sold do not need to be disclosed.
3. SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL TRANSACTIONS
| Class of relevant security | Nature of transaction e.g. securities lending/borrowing, delivery/receipt of recalled securities, entering into financial collateral arrangement with right of use, entering into title transfer collateral arrangement etc. | Number of securities | |||
| JE00B5WLXH36 | Maturity of existing overnight Repo agreements dated 2nd September | 122,953,785 |
The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150909006305/en/
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Related Shares:
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