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| 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 |
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| (a) Full name of discloser: | Citadel Group | (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 | RPC 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 | 17 January, 2019 | (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 |
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| 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) |
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| Class of relevant security: | Common Stock ISIN GB0007197378 |
| Interests | Short Positions |
| Number | % | Number | % | (1) Relevant securities owned and/or controlled: | 0 | 0.00 | 35,943 | 0.01 | (2) Cash-settled derivatives: | 6,403,280 | 1.58 | 260,901 | 0.06 | (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 | TOTAL: | 6,403,280 | 1.58 | 296,844 | 0.07 |
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| | | | | | | | | |
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| 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) |
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| Class of relevant security in relation to which subscription right exists: |
| Details, including nature of the rights concerned and relevant percentages: |
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| 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 |
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| Class of relevant security ISIN GB0007197378 | Purchase/sale | Number of securities | Price per unit | Common Stock (ADR) | a buy | 823 | 18.7 USD | Common Stock (ADR) | a buy | 800 | 18.9 USD | Common Stock (ADR) | a sell | -823 | 18.7 USD | Common Stock (ADR) | a sell | -800 | 18.9 USD | Common Stock | Purchase | 1,811 | 6.852 GBP | Common Stock | Purchase | 591 | 6.884 GBP | Common Stock | Purchase | 109 | 6.888 GBP | Common Stock | Purchase | 320 | 6.91 GBP | Common Stock | Purchase | 90 | 6.916 GBP | Common Stock | Purchase | 301 | 6.928 GBP | Common Stock | Purchase | 2,110 | 6.932 GBP | Common Stock | Purchase | 584 | 6.934 GBP | Common Stock | Purchase | 232 | 6.936 GBP | Common Stock | Purchase | 2,116 | 6.938 GBP | Common Stock | Purchase | 309 | 6.94 GBP | Common Stock | Purchase | 705 | 6.942 GBP | Common Stock | Purchase | 97 | 6.944 GBP | Common Stock | Purchase | 4,414 | 6.946 GBP | Common Stock | Purchase | 2,081 | 6.948 GBP | Common Stock | Purchase | 6,962 | 6.95 GBP | Common Stock | Purchase | 541 | 6.951 GBP | Common Stock | Purchase | 3,110 | 6.952 GBP | Common Stock | Purchase | 2,678 | 6.954 GBP | Common Stock | Purchase | 1,600 | 6.9555 GBP | Common Stock | Purchase | 2,765 | 6.956 GBP | Common Stock | Purchase | 516 | 6.958 GBP | Common Stock | Purchase | 500 | 6.96 GBP | Common Stock | Purchase | 3,471 | 6.962 GBP | Common Stock | Purchase | 4 | 6.966 GBP | Common Stock | Purchase | 1,157 | 6.968 GBP | Common Stock | Purchase | 674 | 6.97 GBP | Common Stock | Purchase | 1,626 | 6.972 GBP | Common Stock | Purchase | 4,082 | 6.974 GBP | Common Stock | Purchase | 1,345 | 6.976 GBP | Common Stock | Purchase | 174 | 6.98 GBP | Common Stock | Purchase | 7,569 | 6.982 GBP | Common Stock | Purchase | 180 | 6.986 GBP | Common Stock | Purchase | 1,150 | 6.988 GBP | Common Stock | Purchase | 1,546 | 6.99 GBP | Common Stock | Purchase | 2,099 | 6.992 GBP | Common Stock | Purchase | 470 | 6.994 GBP | Common Stock | Purchase | 200 | 6.996 GBP | Common Stock | Purchase | 703 | 6.998 GBP | Common Stock | Purchase | 200 | 7 GBP | Common Stock | Purchase | 1,100 | 7.002 GBP | Common Stock | Purchase | 448 | 7.008 GBP | Common Stock | Purchase | 1,350 | 7.012 GBP | Common Stock | Purchase | 11 | 7.014 GBP | Common Stock | Purchase | 500 | 7.016 GBP | Common Stock | Purchase | 691 | 7.018 GBP | Common Stock | Purchase | 500 | 7.026 GBP | Common Stock | Purchase | 200 | 7.028 GBP | Common Stock | Purchase | 171 | 7.062 GBP | Common Stock | Purchase | 2,099 | 7.064 GBP | Common Stock | Purchase | 360 | 7.076 GBP | Common Stock | Purchase | 314 | 7.084 GBP | Common Stock | Purchase | 700 | 7.088 GBP | Common Stock | Purchase | 14 | 7.09 GBP | Common Stock | Purchase | 5,444 | 7.092 GBP | Common Stock | Purchase | 761 | 7.098 GBP | Common Stock | Purchase | 200 | 7.1 GBP | Common Stock | Purchase | 1,400 | 7.102 GBP | Common Stock | Purchase | 6 | 7.15 GBP | Common Stock | Purchase | 1,351 | 7.156 GBP | Common Stock | Purchase | 382 | 7.16 GBP | Common Stock | Sale | -313 | 6.884 GBP | Common Stock | Sale | -1,050 | 6.9 GBP | Common Stock | Sale | -42 | 6.904 GBP | Common Stock | Sale | -855 | 6.906 GBP | Common Stock | Sale | -120 | 6.908 GBP | Common Stock | Sale | -599 | 6.91 GBP | Common Stock | Sale | -366 | 6.914 GBP | Common Stock | Sale | -51 | 6.918 GBP | Common Stock | Sale | -838 | 6.92 GBP | Common Stock | Sale | -72 | 6.922 GBP | Common Stock | Sale | -1,092 | 6.924 GBP | Common Stock | Sale | -43 | 6.928 GBP | Common Stock | Sale | -1,268 | 6.932 GBP | Common Stock | Sale | -1,566 | 6.936 GBP | Common Stock | Sale | -1,239 | 6.94 GBP | Common Stock | Sale | -495 | 6.942 GBP | Common Stock | Sale | -1,065 | 6.944 GBP | Common Stock | Sale | -2,185 | 6.946 GBP | Common Stock | Sale | -3,962 | 6.948 GBP | Common Stock | Sale | -12,483 | 6.95 GBP | Common Stock | Sale | -862 | 6.952 GBP | Common Stock | Sale | -2,041 | 6.954 GBP | Common Stock | Sale | -1,274 | 6.956 GBP | Common Stock | Sale | -2,260 | 6.958 GBP | Common Stock | Sale | -2,052 | 6.96 GBP | Common Stock | Sale | -1,109 | 6.962 GBP | Common Stock | Sale | -802 | 6.964 GBP | Common Stock | Sale | -1,023 | 6.968 GBP | Common Stock | Sale | -2,669 | 6.97 GBP | Common Stock | Sale | -406 | 6.972 GBP | Common Stock | Sale | -945 | 6.974 GBP | Common Stock | Sale | -1,651 | 6.978 GBP | Common Stock | Sale | -500 | 6.98 GBP | Common Stock | Sale | -470 | 6.986 GBP | Common Stock | Sale | -1,203 | 6.988 GBP | Common Stock | Sale | -750 | 6.99 GBP | Common Stock | Sale | -1,010 | 6.992 GBP | Common Stock | Sale | -1,552 | 6.994 GBP | Common Stock | Sale | -2,741 | 6.996 GBP | Common Stock | Sale | -650 | 6.998 GBP | Common Stock | Sale | -1,670 | 7 GBP | Common Stock | Sale | -500 | 7.002 GBP | Common Stock | Sale | -326 | 7.008 GBP | Common Stock | Sale | -500 | 7.01 GBP | Common Stock | Sale | -565 | 7.014 GBP | Common Stock | Sale | -69 | 7.016 GBP | Common Stock | Sale | -4,657 | 7.018 GBP | Common Stock | Sale | -2,250 | 7.022 GBP | Common Stock | Sale | -790 | 7.024 GBP | Common Stock | Sale | -339 | 7.03 GBP | Common Stock | Sale | -200 | 7.034 GBP | Common Stock | Sale | -550 | 7.038 GBP | Common Stock | Sale | -8,050 | 7.04 GBP | Common Stock | Sale | -550 | 7.042 GBP | Common Stock | Sale | -12 | 7.048 GBP | Common Stock | Sale | -1,304 | 7.049 GBP | Common Stock | Sale | -550 | 7.056 GBP | Common Stock | Sale | -1,011 | 7.06 GBP | Common Stock | Sale | -11 | 7.09 GBP | Common Stock | Sale | -100 | 7.106 GBP | Common Stock | Sale | -480 | 7.122 GBP | Common Stock | Sale | -113 | 7.154 GBP | Common Stock | Sale | -2,524 | 7.156 GBP | Common Stock | Sale | -17,252 | 7.162 GBP |
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| (b) Cash-settled derivative transactions |
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| Class of relevant security ISIN GB0007197378 | 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 | Common Stock | CFD | Increasing long position | 52,023 | 6.942802 GBP | Common Stock | CFD | Increasing long position | 30,731 | 6.944672 GBP | Common Stock | CFD | Increasing long position | 46,494 | 6.948166 GBP | Common Stock | CFD | Increasing long position | 36,260 | 6.948767 GBP | Common Stock | CFD | Increasing long position | 4,778 | 6.95 GBP | Common Stock | CFD | Increasing long position | 30,721 | 6.952 GBP | Common Stock | CFD | Increasing long position | 12,782 | 6.954 GBP | Common Stock | CFD | Increasing long position | 170,756 | 6.957675 GBP | Common Stock | CFD | Increasing long position | 23,452 | 6.966938 GBP | Common Stock | CFD | Increasing long position | 5,000 | 6.974 GBP | Common Stock | CFD | Increasing long position | 39,575 | 7.003469 GBP | Common Stock | CFD | Increasing short position | -29,244 | 6.994604 GBP | Common Stock | CFD | Increasing short position | -2,997 | 7.009077 GBP | Common Stock | CFD | Increasing short position | -22,006 | 7.041743 GBP | Common Stock | CFD | Reducing short position | 1,257 | 6.970146 GBP | Common Stock | CFD | Reducing short position | 2,467 | 6.993699 GBP |
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| (c) Stock-settled derivative transactions (including options) (i) Writing, selling, purchasing or varying |
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| 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 |
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| Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
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| (d) Other dealings (including subscribing for new securities) |
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| Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
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| 4. OTHER INFORMATION (a) Indemnity and other dealing arrangements |
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| 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 |
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| (b) Agreements, arrangements or understandings relating to options or derivatives |
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| 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 |
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| Is a Supplemental Form 8 (Open Positions) attached? | NO |
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| Date of disclosure: | 18 January, 2019 | Contact name: | Jamison Van Doesburg | Telephone number*: | 020 7645 9700 |
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| 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. |
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