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:||SpringOwl Asset Management LLC|
|(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.
|SpringOwl Asset Management LLC, Ader Investment Management LLC and Jason N. Ader|
|(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree
|(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
|15.12.2021 and in addition, SpringOwl Asset Management dealt on previous dates during the Offer Period as shown at the bottom of this Form|
|(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”
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:||Ordinary NPV|
|(1) Relevant securities owned and/or controlled:||6,897,753||2.25|
|(2) Cash-settled derivatives:|
|(3) Stock-settled derivatives (including options) and agreements to purchase/sell:|
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|
|Ordinary NPV||Sale||1,373||7.4800 GBP|
(b) Cash-settled derivative transactions
|Class of relevant security||Product description
|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|
|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”
(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”
|Is a Supplemental Form 8 (Open Positions) attached?||NO|
|Date of disclosure:||16.12.2021|
|Contact name:||Joseph Tropeano|
Additional Purchases and sales
|Date of Dealing||Class of relevant security||Purchase/sale||Number of securities||Price per unit|
|24 November 2021||Ordinary NPV||Sale||3,000||7.4387 GBP|
|24 November 2021||Ordinary NPV||Sale||4,000||7.4500 GBP|
|24 November 2021||Ordinary NPV||Sale||7,001||7.5000 GBP|
|24 November 2021||Ordinary NPV||Sale||1,000||7.4350 GBP|
|08 December 2021||Ordinary NPV||Sale||2,527||7.2500 GBP|
|08 December 2021||Ordinary NPV||Sale||1||7.3500 GBP|
|09 December 2021||Ordinary NPV||Sale||4,234||7.3000 GBP|
|09 December 2021||Ordinary NPV||Sale||5.200||7.4000 GBP|
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.
 SpringOwl Asset Management LLC shares discretion regarding dealing decisions in respect of 6,865,425 shares that are included in the total above