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Form 8.3 - Urban&Civic PLC
RNS
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RNS Number : 8881F
Bank of America Merrill Lynch
19 November 2020
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")
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(a)
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Full name of discloser:
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Bank of America Corporation
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(b)
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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.
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(c)
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Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree
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Urban&Civic plc
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(d)
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If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
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(e)
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Date position held/dealing undertaken:
For an opening position disclosure, state the latest
practicable date prior to the disclosure
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18/11/2020
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(f)
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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"
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NO
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2.
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POSITIONS OF THE PERSON MAKING THE DISCLOSURE
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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.
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(a)
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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:
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Common - GB00BKT04W07
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Interests
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Short Positions
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Number
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%
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Number
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%
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(1)
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Relevant securities owned
and/or controlled:
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4,000,000
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2.755%
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0
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0 %
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(2)
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Cash-settled derivatives:
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0
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0 %
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4,000,000
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2.755%
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(3)
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Stock-settled derivatives
(including options) and
agreements to purchase/sell:
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0
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0%
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0
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0 %
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TOTAL:
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4,000,000
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2.755%
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4,000,000
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2.755%
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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).
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(b)
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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:
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N/A
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Details, including nature of the rights
concerned and relevant percentages:
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N/A
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3.
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DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
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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.
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Class of relevant security
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Purchase/sale
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Number of
securities
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Price per unit
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Common - ISIN GB00BKT04W07
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Purchase
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49,611
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3.42 GBP
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Common - ISIN GB00BKT04W07
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Purchase
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1,000,000
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3.422 GBP
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Common - ISIN GB00BKT04W07
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Sale
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49,611
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3.42 GBP
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(b)
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Cash-settled derivative transactions
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Class of
relevant security
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Product description
e.g. CFD
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Nature of dealing
e.g. opening/closing a
long/short position, increasing/reducing a
long/short position
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Number of reference securities
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Price per unit
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Common - ISIN GB00BKT04W07
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Swaps
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Increasing a Short Position
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165,000
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3.422 GBP
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Common - ISIN GB00BKT04W07
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Swaps
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Increasing a Short Position
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400,000
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3.422 GBP
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Common - ISIN GB00BKT04W07
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Swaps
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Increasing a Short Position
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215,000
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3.422 GBP
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Common - ISIN GB00BKT04W07
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Swaps
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Increasing a Short Position
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220,000
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3.422 GBP
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(c)
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Stock-settled derivative transactions (including options)
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(i)
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Writing, selling, purchasing or varying
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Class
of
relevant security
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Product description
e.g. call option
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Writing, purchasing, selling, varying etc.
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Number
of
securities to which option relates
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Exercise
price
per unit
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Type
e.g. American, European etc.
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Expiry date
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Option money paid/ received per unit
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N/A
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N/A
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N/A
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N/A
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N/A
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N/A
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N/A
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N/A
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Class of relevant security
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Product description
e.g. call option
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Exercising/
exercised
against
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Number of
securities
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Exercise Price per
unit
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N/A
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N/A
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N/A
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N/A
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N/A
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(d)
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Other dealings (including subscribing for new securities)
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Class of relevant security
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Nature of dealing
e.g. subscription, conversion
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Details
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Price per unit (if applicable)
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N/A
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N/A
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N/A
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N/A
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(a)
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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"
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None
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(b)
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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"
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None
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Is a Supplemental Form 8 (Open Positions) attached?
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No
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Date of disclosure:
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19/11/2020
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Contact name:
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Tolu Tade
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Telephone number:
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+44207 996 3410
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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.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk
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