TIDMRPC
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: TimesSquare Capital Management,
LLC ("TimesSquare")
(b) Owner or controller TimesSquare in its capacity
of interests and short as a Securities
positions disclosed, if and Exchange Commission registered
different from 1(a): investment adviser under
The naming of nominee or vehicle the Investment
companies is insufficient. For a Advisers Act of 1940, as amended
trust, the trustee(s), settlor and
beneficiaries must be named.
(c) Name of offeror/offeree RPC Group PLC.
in relation to whose
relevant securities
this form relates:
Use a separate form for
each offeror/offeree
(d) If an exempt fund N/A
manager connected
with an offeror/offeree,
state this and specify identity
of offeror/offeree:
(e) Date position held/dealing As of 28 June 2019 TimesSquare
undertaken: holds 4,583,985
For an opening position disclosure,
state the latest
practicable date prior
to the disclosure
(f) In addition to the company in YES / NO / N/A
1(c) above, is the discloser If YES, specify which:
making disclosures in respect of
any other party to the offer?
If it is a cash offer or possible
cash offer, state "N/A"
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 RPC Group PLC, common stock
security:
Interests Short positions
Number % Number %
(1) Relevant 4,583,985 1.11
securities
owned
and/or controlled:
(2) Cash-settled
derivatives:
(3) Stock-settled
derivatives
(including options)
and agreements to
purchase/sell:
4,583,985 1.11
TOTAL:
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 Purchase/sale Number of securities Price per unit
security
5p ordinary Purchase 100 7.9200
(b) Cash-settled derivative transactions
Class of relevant Product Nature of Number of reference Price per unit
security description dealing securities
e.g. CFD e.g.
opening/closing
a
long/short
position,
increasing/reducing
a
long/short
position
(c) Stock-settled derivative transactions (including
options)
(i) Writing, selling, purchasing or varying
Class of Product Writing, Number Exercise Type Expiry date Option
relevant description purchasing, of price e.g. money
security e.g. selling, securities per unit American, paid/
call varying to European received
option etc. which etc. per
option unit
relates
(ii) Exercise
Class of relevant Product Exercising/ Number Exercise price
security description exercised of securities per unit
e.g. call against
option
(d) Other dealings (including subscribing for new
securities)
Class of relevant security Nature of dealing Details Price per unit (if
e.g. subscription, applicable)
conversion
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? YES/NO
Date of disclosure: 28 June 2019
Contact name: David Cielusniak
Telephone number: 917-342-7950
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.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20190630005035/en/
This information is provided by Business Wire
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