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Dimensional Fund Advisors Ltd. : Form 8.3 - RPS Group Plc - Ordinary Shares
Dimensional Fund Advisors Ltd
Updated 4 min read
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE Rule 8.3of the Takeover Code (the “Code”)
1.KEY INFORMATION
(a)Full name of discloser:
Dimensional Fund Advisors Ltd. (“Dimensional”), in its capacity as investment manager and on behalf its affiliates who are also investment managers. Dimensional and its affiliates expressly disclaim beneficial ownership of the shares described in this form 8.3
(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
RPS Group plc (GB0007594764)
(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
29 December 2022
(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”
N/A
If YES, specify which:
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:
3p Ordinary Shares
Interests
Short positions
Number
%
Number
%
(1)Relevant securities owned and/or controlled:
8,406,111*
3.03%
(2)Cash-settled derivatives:
(3)Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:
8,406,111
3.03%
*Dimensional Fund Advisors Ltd. and/or its affiliates do not control voting discretion for179,113shares.
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 Form8 (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 Shares
Sale
6,612
GBP 2.207777
(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/reducinga long/short position
(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?
NO
Date of disclosure:
30December 2022
Contact name:
Thomas Hone
Telephone number:
020 3033 3419
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.
