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Averon Park Limited, the offeror, filed an amended Public Opening Position Disclosure (Form 8 OPD) regarding Foresight Sustainable Forestry Company plc, the offeree, on 02 July 2024. This filing reported Averon Park Limited, through its subsidiary Blackmead Infrastructure Limited, owning 51,003,762 ordinary shares, representing 29.64% of the offeree's issued share capital, as of that date. Additionally, persons acting in concert with Averon Park Limited collectively held 95,387 ordinary shares (0.04%) in Foresight Sustainable Forestry Company plc.
| Date | 2 Jul 2024 |
| Time | 11:17:02 |
| Category | Holding(s) in company |
| ID | 8111U |
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
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(a) Full name of discloser: |
Averon Park Limited*, the ultimate holding company of Arizona Bidco Limited
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(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 |
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(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) |
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(d) Is the discloser the offeror or the offeree? |
OFFEROR |
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(e) Date position held: The latest practicable date prior to the disclosure |
02 July 2024 |
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(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
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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
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Class of relevant security:
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Ordinary shares of £0.01 each |
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Interests |
Short positions |
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Number |
% |
Number |
% |
|
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(1) Relevant securities owned and/or controlled: |
51,003,762 |
29.64 |
- |
- |
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(2) Cash-settled derivatives:
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- |
- |
- |
- |
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(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
- |
- |
- |
- |
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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
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Class of relevant security in relation to which subscription right exists: |
N/A |
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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
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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: |
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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:
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
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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 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" |
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None
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(b) 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 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" |
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None
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(c) Attachments
Are any Supplemental Forms attached?
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Supplemental Form 8 (Open Positions) |
NO |
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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.