Man Group PLC : Form 8.3 - Mondi plc

Man Group PLC

April 22, 2024 at 7:09 a.m.·11 min read

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:	Man Group PLC
(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	Mondi 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	19/04/2024
(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”	YES / NO / N/A Offeree: Smith (DS) plc Offeror: International Paper Company

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:	EUR 0.22 ordinary
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	2,858,325	0.65
(2) Cash-settled derivatives:	5,716,954	1.30	887,437	0.20
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:	8,575,279	1.94	887,437	0.20

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

(b) Cash-settled derivative transactions

Class of relevant security	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
EUR 0.22 ordinary	Equity Swap	Reducing a short position	5	14.028 GBP
EUR 0.22 ordinary	Equity Swap	Reducing a short position	75	13.650 GBP
EUR 0.22 ordinary	Equity Swap	Reducing a short position	6,440	14.699 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	20	14.428 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	9	14.480 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	29,915	15.000 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	541,632	15.000 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	353,855	15.000 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	81	14.480 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	124	14.480 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	177	14.428 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	270	14.428 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	3	14.480 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	7	14.428 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	4	14.428 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	2	14.480 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	15,270	15.000 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	9,948	15.000 GBP
EUR 0.22 ordinary	Equity Swap	Reducing a short position	14,072	15.015 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	5,284	15.000 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	1	14.480 GBP
EUR 0.22 ordinary	Equity Swap	Reducing a short position	333	15.042 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	3	14.428 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	4	14.428 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	4	14.428 GBP
EUR 0.22 ordinary	Equity Swap	Reducing a short position	466	15.042 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	1	14.480 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	2	14.480 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	8,745	15.000 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	9,092	15.000 GBP
EUR 0.22 ordinary	Equity Swap	Reducing a short position	19,709	15.015 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	52,989	15.000 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	35	14.428 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	16	14.480 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	2	14.428 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	1	14.480 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	3,233	15.000 GBP
EUR 0.22 ordinary	Equity Swap	Reducing a short position	4,357	15.015 GBP
EUR 0.22 ordinary	Equity Swap	Reducing a short position	103	15.042 GBP
EUR 0.22 ordinary	Equity Swap	Reducing a short position	7,763	15.042 GBP
EUR 0.22 ordinary	Equity Swap	Reducing a short position	327,965	15.015 GBP
EUR 0.22 ordinary	Equity Swap	Reducing a short position	338	15.042 GBP
EUR 0.22 ordinary	Equity Swap	Reducing a short position	14,300	15.015 GBP
EUR 0.22 ordinary	Equity Swap	Reducing a short position	3,595	15.015 GBP
EUR 0.22 ordinary	Equity Swap	Reducing a short position	2,033	15.015 GBP
EUR 0.22 ordinary	Equity Swap	Reducing a short position	85	15.042 GBP
EUR 0.22 ordinary	Equity Swap	Reducing a short position	48	15.042 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	1	14.480 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	1	14.480 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	3	14.428 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	1	14.480 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	3	14.428 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	2	14.428 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	4,711	15.000 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	5,222	15.000 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	8,013	15.000 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	101,239	15.000 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	31	14.480 GBP
EUR 0.22 ordinary	Equity Swap	Increasing a long position	67	14.428 GBP
EUR 0.22 ordinary	Equity Swap	Reducing a short position	1,962	15.042 GBP
EUR 0.22 ordinary	Equity Swap	Reducing a short position	82,911	15.015 GBP

(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
EUR 0.22 ordinary	Call Option	Selling	541,541.00	14 GBP	American	19.04.24	1.000 GBP
EUR 0.22 ordinary	Call Option	Selling	353,353.00	14 GBP	American	19.04.24	1.000 GBP
EUR 0.22 ordinary	Call Option	Selling	5,005.00	14 GBP	American	19.04.24	1.000 GBP
EUR 0.22 ordinary	Call Option	Selling	7,007.00	14 GBP	American	19.04.24	1.000 GBP
EUR 0.22 ordinary	Call Option	Selling	5,005.00	14 GBP	American	19.04.24	1.000 GBP
EUR 0.22 ordinary	Call Option	Selling	4,004.00	14 GBP	American	19.04.24	1.000 GBP
EUR 0.22 ordinary	Call Option	Selling	9,009.00	14 GBP	American	19.04.24	1.000 GBP
EUR 0.22 ordinary	Call Option	Selling	9,009.00	14 GBP	American	19.04.24	1.000 GBP
EUR 0.22 ordinary	Call Option	Selling	97,097.00	14 GBP	American	19.04.24	1.000 GBP
EUR 0.22 ordinary	Call Option	Selling	56,056.00	14 GBP	American	19.04.24	1.000 GBP
EUR 0.22 ordinary	Call Option	Selling	14,014.00	14 GBP	American	19.04.24	1.000 GBP
EUR 0.22 ordinary	Call Option	Selling	9,009.00	14 GBP	American	19.04.24	1.000 GBP
EUR 0.22 ordinary	Call Option	Selling	29,029.00	14 GBP	American	19.04.24	1.000 GBP
EUR 0.22 ordinary	Call Option	Selling	6,006.00	14 GBP	American	19.04.24	1.000 GBP
EUR 0.22 ordinary	Call Option	Selling	4,004.00	14 GBP	American	19.04.24	1.000 GBP

(ii) Exercise

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”

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

Date of disclosure:	22/04/2024
Contact name:	Mackenzie Terry
Telephone number:	+442071441555

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.

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the “Code”)

1. KEY INFORMATION

Full name of person making disclosure:	Mackenzie Terry
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:	MONDI PLC

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class of relevant security	Product description e.g. call option	Written or purchased	Number of securities to which option or derivative relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date
EUR 0.22 ordinary	APRIL 24 (2024/04/19) CALLS ON MNDI LN (14)	Purchased	0.00	GBP 14	American	19/04/2024
EUR 0.22 ordinary	APRIL 24 (2024/04/19) CALLS ON MNDI LN (14)	Purchased	0.00	GBP 14	American	19/04/2024
EUR 0.22 ordinary	APRIL 24 (2024/04/19) CALLS ON MNDI LN (14)	Purchased	0.00	GBP 14	American	19/04/2024
EUR 0.22 ordinary	APRIL 24 (2024/04/19) CALLS ON MNDI LN (14)	Purchased	0.00	GBP 14	American	19/04/2024
EUR 0.22 ordinary	APRIL 24 (2024/04/19) CALLS ON MNDI LN (14)	Purchased	0.00	GBP 14	American	19/04/2024
EUR 0.22 ordinary	APRIL 24 (2024/04/19) CALLS ON MNDI LN (14)	Purchased	0.00	GBP 14	American	19/04/2024
EUR 0.22 ordinary	APRIL 24 (2024/04/19) CALLS ON MNDI LN (14)	Purchased	0.00	GBP 14	American	19/04/2024
EUR 0.22 ordinary	APRIL 24 (2024/04/19) CALLS ON MNDI LN (14)	Purchased	0.00	GBP 14	American	19/04/2024
EUR 0.22 ordinary	APRIL 24 (2024/04/19) CALLS ON MNDI LN (14)	Purchased	0.00	GBP 14	American	19/04/2024
EUR 0.22 ordinary	APRIL 24 (2024/04/19) CALLS ON MNDI LN (14)	Purchased	0.00	GBP 14	American	19/04/2024
EUR 0.22 ordinary	APRIL 24 (2024/04/19) CALLS ON MNDI LN (14)	Purchased	0.00	GBP 14	American	19/04/2024
EUR 0.22 ordinary	APRIL 24 (2024/04/19) CALLS ON MNDI LN (14)	Purchased	0.00	GBP 14	American	19/04/2024
EUR 0.22 ordinary	APRIL 24 (2024/04/19) CALLS ON MNDI LN (14)	Purchased	0.00	GBP 14	American	19/04/2024
EUR 0.22 ordinary	APRIL 24 (2024/04/19) CALLS ON MNDI LN (14)	Purchased	0.00	GBP 14	American	19/04/2024
EUR 0.22 ordinary	APRIL 24 (2024/04/19) CALLS ON MNDI LN (14)	Purchased	0.00	GBP 14	American	19/04/2024

3. AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood:

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

The currency of all prices and other monetary amounts should be stated.

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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Man Group PLC : Form 8.3 - Mondi plc

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