FORM 8
(OPD)
PUBLIC OPENING POSITION
DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the
Takeover Code (the "Code")
Amendment - this form
replaces RNS number 7254Q, published at 17:10 on 31 May 2024.
Amendments have been made in Sections 1 and 3 and are marked with
an asterisk (*). The full amended text is shown
below.
1. KEY
INFORMATION
(a) Full name of
discloser:
|
Averon Park
Limited*, the ultimate holding company of Arizona Bidco
Limited
|
(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.
|
Blackmead
Infrastructure Limited, a wholly-owned direct subsidiary of Averon
Park Limited
|
(c) Name of offeror/offeree
in relation to whose relevant securities this form
relates:
Use
a separate form for each offeror/offeree
|
Foresight
Sustainable Forestry Company plc (being the offeree)
|
(d) Is the discloser the
offeror or the offeree?
|
OFFEROR
|
(e) Date position
held:
The latest practicable date
prior to the disclosure
|
02 July
2024
|
(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"
|
NO
|
2. POSITIONS
OF THE PARTY TO THE OFFER 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
Class of relevant
security:
|
Ordinary
shares of £0.01 each
|
|
Interests
|
Short
positions
|
Number
|
%
|
Number
|
%
|
(1) Relevant securities owned
and/or controlled:
|
51,003,762
|
29.64
|
-
|
-
|
(2) Cash-settled
derivatives:
|
-
|
-
|
-
|
-
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
-
|
-
|
-
|
-
|
TOTAL:
|
51,003,762
|
29.64
|
-
|
-
|
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
Class of relevant security in
relation to which subscription right exists:
|
N/A
|
Details, including nature of
the rights concerned and relevant percentages:
|
N/A
|
3. POSITIONS
OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE
DISCLOSURE
Details of any interests,
short positions and rights to subscribe (including directors' and
other employee options) of any person acting in concert with the
party to the offer making the disclosure:
|
Interests in relevant securities of
Foresight Sustainable Forestry Company plc ("FSFC") were held by,
or on behalf of, the following persons or entities who are deemed
to be acting in concert with Arizona Bidco Limited (a subsidiary of
Blackmead Infrastructure Limited and ultimately controlled by
Averon Park Limited) under the Code for the purposes of the
Acquisition as at 02 July 2024:
Beneficial
owner
|
Number of FSFC ordinary
shares of £0.01 each held
|
% of FSFC's issued share
capital
|
Robert
Guest (co-investment manager of FSFC)
|
42,386
|
0.02%
|
Richard
Kelly (co-investment manager of FSFC)
|
43,000
|
0.02%
|
Ricardo
Pineiro
|
10,000
|
0.00%
|
Foresight
Group LLP (the Investment Manager of Averon Park Limited and
FSFC)
|
1
|
0.00%
|
The Opening Position Disclosure
published at 17:10 on 31 May 2024 under RNS
number 7254Q mistakenly referred to Stephen Thayer as a person
deemed to be acting in concert with Arizona Bidco
Limited*
|
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).
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 making the disclosure or any person acting in
concert with it:
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 making the disclosure, or any person acting in concert
with it, 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)
|
NO
|
Date of disclosure:
|
02 July
2024
|
Contact name:
|
Charlie
Wright
|
Telephone number:
|
+44 (0) 20 3763
6958
|
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.