PR Newswire
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:
SAMSON ROCK CAPITAL LLP
(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
WINCANTON 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
25/04/2024
(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"
No
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:
ORDINARY 10p
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
(2) Cash-settled derivatives:
5,114,703
4.11
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:
5,114,703
4.11
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
10p ordinary
Equity Swap
Reducing a long position
47,240
604 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
(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
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:
SAMSON ROCK CAPITAL LLP
(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
WINCANTON 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
24/04/2024
(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"
No
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:
ORDINARY 10p
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
(2) Cash-settled derivatives:
5,161,943
4.14
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:
5,161,943
4.14
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
10p ordinary
Equity Swap
Reducing a long position
37,234
604 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
(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
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:
SAMSON ROCK CAPITAL LLP
(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
WINCANTON 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"
No
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:
ORDINARY 10p
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
(2) Cash-settled derivatives:
5,199,177
4.17
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:
5,199,177
4.17
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
10p ordinary
Equity Swap
Reducing a long position
595,000
601.25 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
(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
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
GB0030329360
Issuer Name
WINCANTON PLC
UK or Non-UK Issuer
UK
2. Reason for Notification
An acquisition or disposal of voting rights; Other
Comments
UBS trading book holdings in Wincanton PLC fell below 5% and are therefore exempt from reporting
3. Details of person subject to the notification obligation
Name
UBS Group AG Investment Bank
City of registered office (if applicable)
London
Country of registered office (if applicable)
United Kingdom
4. Details of the shareholder
Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above
City of registered office (if applicable)
Country of registered office (if applicable)
5. Date on which the threshold was crossed or reached
02-Apr-2024
6. Date on which Issuer notified
04-Apr-2024
7. Total positions of person(s) subject to the notification obligation
.
% of voting rights attached to shares (total of 8.A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached
0.000000
0.000000
0.000000
0
Position of previous notification (if applicable)
4.931836
0.103399
5.035235
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible)
Number of direct voting rights (DTR5.1)
Number of indirect voting rights (DTR5.2.1)
% of direct voting rights (DTR5.1)
% of indirect voting rights (DTR5.2.1)
GB0030329360
0
0.000000
Sub Total 8.A
0
0.000000%
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument
Expiration date
Exercise/conversion period
Number of voting rights that may be acquired if the instrument is exercised/converted
% of voting rights
Sub Total 8.B1
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument
Expiration date
Exercise/conversion period
Physical or cash settlement
Number of voting rights
% of voting rights
Sub Total 8.B2
9. Information in relation to the person subject to the notification obligation
2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)
Ultimate controlling person
Name of controlled undertaking
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
UBS Group AG (Chain 1)
UBS Group AG (Chain 1)
UBS AG
UBS Group AG (Chain 1)
UBS AG London Branch
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
UBS trading book holdings in Wincanton PLC fell below 5% and are therefore exempt from reporting
12. Date of Completion
04-Apr-2024
13. Place Of Completion
Zurich, Switzerland
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:
SAMSON ROCK CAPITAL LLP
(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
WINCANTON 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
04/04/2024
(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"
No
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:
ORDINARY 10p
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
(2) Cash-settled derivatives:
4,604,177
3.70
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:
4,604,177
3.70
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
10p ordinary
Equity Swap
Reducing a long position
100,233
603 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
(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
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
GB0030329360
Issuer Name
WINCANTON PLC
UK or Non-UK Issuer
UK
2. Reason for Notification
An acquisition or disposal of financial instruments
3. Details of person subject to the notification obligation
Name
UBS Group AG Investment Bank
City of registered office (if applicable)
London
Country of registered office (if applicable)
United Kingdom
4. Details of the shareholder
Name
City of registered office
Country of registered office
UBS AG London Branch
London
United Kingdom
5. Date on which the threshold was crossed or reached
28-Mar-2024
6. Date on which Issuer notified
02-Apr-2024
7. Total positions of person(s) subject to the notification obligation
.
% of voting rights attached to shares (total of 8.A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached
4.931836
0.103399
5.035235
6271066
Position of previous notification (if applicable)
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible)
Number of direct voting rights (DTR5.1)
Number of indirect voting rights (DTR5.2.1)
% of direct voting rights (DTR5.1)
% of indirect voting rights (DTR5.2.1)
GB0030329360
6142289
4.931836
Sub Total 8.A
6142289
4.931836%
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument
Expiration date
Exercise/conversion period
Number of voting rights that may be acquired if the instrument is exercised/converted
% of voting rights
Sub Total 8.B1
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument
Expiration date
Exercise/conversion period
Physical or cash settlement
Number of voting rights
% of voting rights
Swaps on baskets
01/03/2027
Cash
128777
0.103399
Sub Total 8.B2
128777
0.103399%
9. Information in relation to the person subject to the notification obligation
2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)
Ultimate controlling person
Name of controlled undertaking
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
UBS Group AG (Chain 1)
UBS Group AG (Chain 1)
UBS AG
UBS Group AG (Chain 1)
UBS AG London Branch
4.931836
5.035235%
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
12. Date of Completion
02-Apr-2024
13. Place Of Completion
Zurich, Switzerland
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
1. Lyn Colloff
2. Paul Durkin
3. Tom Hinton
4. Ian Keilty
5. Daniel Porte
6. James Wroath
2
Reason for the notification
a)
Position/status
1. Company Secretary
2. Chief Customer & Innovation Officer
3. Chief Financial Officer
4. Chief Operating Officer
5. Strategy Director
6. Chief Executive Officer
b)
Initial notification/Amendment
Initial Notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Wincanton plc
b)
LEI
213800Z5WTW8QKOHWQ82
4
Details of the transaction(s): section to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Identification code
Ordinary Shares of 10p each in Wincanton plc
ISIN: GB0030329360
b)
Nature of the transaction
Shares purchased for the PDMRs listed above in respect of Partnership and Matching Shares, under the Wincanton plc approved Share Incentive Plan 2003
c)
Price(s) and volume(s)
Price
Partnership Shares Volume(s)
Matching
Shares
Volume(s)
1. £6.0100; nil
25
6
2. £6.0100; nil
25
6
3. £6.0100; nil
25
6
4. £6.0100; nil
25
6
5. £6.0100; nil
25
6
6. £6.0100; nil
25
6
d)
Aggregated information
- Aggregated volume
- Price
Price
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:
SAMSON ROCK CAPITAL LLP
(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
WINCANTON 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
14/03/2024
(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 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:
ORDINARY 10p
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
(2) Cash-settled derivatives:
4,704,410
3.78
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:
4,704,410
3.78
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
10p ordinary
Equity Swap
Reducing a long position
10,604
603 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
(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
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
GB0030329360
Issuer Name
WINCANTON PLC
UK or Non-UK Issuer
UK
2. Reason for Notification
An acquisition or disposal of voting rights; An acquisition or disposal of financial instruments
3. Details of person subject to the notification obligation
Name
The Goldman Sachs Group, Inc.
City of registered office (if applicable)
Wilmington, Delaware
Country of registered office (if applicable)
USA
4. Details of the shareholder
Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above
City of registered office (if applicable)
Country of registered office (if applicable)
5. Date on which the threshold was crossed or reached
07-Mar-2024
6. Date on which Issuer notified
11-Mar-2024
7. Total positions of person(s) subject to the notification obligation
.
% of voting rights attached to shares (total of 8.A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached
0.002423
0.000046
0.002469
3075
Position of previous notification (if applicable)
0.861860
4.635567
5.497427
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible)
Number of direct voting rights (DTR5.1)
Number of indirect voting rights (DTR5.2.1)
% of direct voting rights (DTR5.1)
% of indirect voting rights (DTR5.2.1)
GB0030329360
3018
0.002423
Sub Total 8.A
3018
0.002423%
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument
Expiration date
Exercise/conversion period
Number of voting rights that may be acquired if the instrument is exercised/converted
% of voting rights
Securities Lending
Open
57
0.000046
Sub Total 8.B1
57
0.000046%
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument
Expiration date
Exercise/conversion period
Physical or cash settlement
Number of voting rights
% of voting rights
Sub Total 8.B2
9. Information in relation to the person subject to the notification obligation
2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)
Ultimate controlling person
Name of controlled undertaking
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
The Goldman Sachs Group, Inc. (Chain 1)
The Goldman Sachs Group, Inc. (Chain 1)
Goldman Sachs (UK) L.L.C.
The Goldman Sachs Group, Inc. (Chain 1)
Goldman Sachs Group UK Limited
The Goldman Sachs Group, Inc. (Chain 1)
Goldman Sachs International
The Goldman Sachs Group, Inc. (Chain 2)
The Goldman Sachs Group, Inc. (Chain 2)
GSAM Holdings LLC
The Goldman Sachs Group, Inc. (Chain 2)
Goldman Sachs Asset Management, L.P.
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
Please note, positions previously reportable are now exempt under the market making exemption as they are below the 10% limit.Please note, the total amount of voting rights has been rounded to 6 decimal places therefore there is a possibility of a rounding error.General email contact:gs-regops-emea-position-enquiries@gs.com
12. Date of Completion
11-Mar-2024
13. Place Of Completion
Warsaw
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
GB0030329360
Issuer Name
WINCANTON PLC
UK or Non-UK Issuer
UK
2. Reason for Notification
An acquisition or disposal of voting rights; An acquisition or disposal of financial instruments
3. Details of person subject to the notification obligation
Name
The Goldman Sachs Group, Inc.
City of registered office (if applicable)
Wilmington, Delaware
Country of registered office (if applicable)
USA
4. Details of the shareholder
Name
City of registered office
Country of registered office
Goldman Sachs International
London
United Kingdom
5. Date on which the threshold was crossed or reached
05-Mar-2024
6. Date on which Issuer notified
07-Mar-2024
7. Total positions of person(s) subject to the notification obligation
.
% of voting rights attached to shares (total of 8.A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached
0.861860
4.635567
5.497427
6846698
Position of previous notification (if applicable)
n/a
n/a
n/a
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible)
Number of direct voting rights (DTR5.1)
Number of indirect voting rights (DTR5.2.1)
% of direct voting rights (DTR5.1)
% of indirect voting rights (DTR5.2.1)
GB0030329360
1073392
0.861860
Sub
Total 8.A
1073392
0.861860%
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument
Expiration date
Exercise/conversion period
Number of voting rights that may be acquired if the instrument is exercised/converted
% of voting rights
Securities Lending
Open
5239240
4.206749
Sub
Total 8.B1
5239240
4.206749%
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument
Expiration date
Exercise/conversion period
Physical or cash settlement
Number of voting rights
% of voting rights
Swap
20-Feb-34
Cash
353171
0.283572
Swap
20-Feb-34
Cash
88606
0.071144
Swap
16-Feb-34
Cash
42953
0.034488
Swap
17-Aug-26
Cash
23690
0.019021
Swap
1-Mar-27
Cash
15595
0.012522
Swap
23-Jan-34
Cash
5192
0.004169
Swap
17-Aug-26
Cash
2190
0.001759
Swap
22-Feb-29
Cash
2143
0.001721
Swap
17-Aug-26
Cash
526
0.000422
Sub
Total 8.B2
534066
0.428818%
9. Information in relation to the person subject to the notification obligation
2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)
Ultimate controlling person
Name of controlled undertaking
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
The Goldman Sachs Group, Inc.
(Chain 1)
The Goldman Sachs Group, Inc.
(Chain 1)
Goldman Sachs (UK) L.L.C.
0.859437
4.635569
5.495005%
The Goldman Sachs Group, Inc.
(Chain 1)
Goldman Sachs Group UK Limited
0.859437
4.635569
5.495005%
The Goldman Sachs Group, Inc.
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
GB0030329360
Issuer Name
WINCANTON PLC
UK or Non-UK Issuer
UK
2. Reason for Notification
An acquisition or disposal of financial instruments
3. Details of person subject to the notification obligation
Name
Sand Grove Capital Management LLP
City of registered office (if applicable)
Country of registered office (if applicable)
GB
4. Details of the shareholder
Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above
City of registered office (if applicable)
Country of registered office (if applicable)
5. Date on which the threshold was crossed or reached
05-Mar-2024
6. Date on which Issuer notified
06-Mar-2024
7. Total positions of person(s) subject to the notification obligation
.
% of voting rights attached to shares (total of 8.A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached
0.000000
5.760000
5.760000
7175313
Position of previous notification (if applicable)
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible)
Number of direct voting rights (DTR5.1)
Number of indirect voting rights (DTR5.2.1)
% of direct voting rights (DTR5.1)
% of indirect voting rights (DTR5.2.1)
Sub Total 8.A
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument
Expiration date
Exercise/conversion period
Number of voting rights that may be acquired if the instrument is exercised/converted
% of voting rights
Sub Total 8.B1
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument
Expiration date
Exercise/conversion period
Physical or cash settlement
Number of voting rights
% of voting rights
EQUITY CFD
Cash
7175313
5.760000
Sub Total 8.B2
7175313
5.760000%
9. Information in relation to the person subject to the notification obligation
1. Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.
Ultimate controlling person
Name of controlled undertaking
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
12. Date of Completion
06-Mar-2024
13. Place Of Completion
London, UK
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:
SAMSON ROCK CAPITAL LLP
(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
WINCANTON 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
05/03/2024
(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 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:
ORDINARY 10p
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
(2) Cash-settled derivatives:
4,715,014
3.79
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:
4,715,014
3.79
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
10p ordinary
Equity Swap
Increasing a long position
74,144
595 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
(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
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
GB0030329360
Issuer Name
WINCANTON PLC
UK or Non-UK Issuer
UK
2. Reason for Notification
An acquisition or disposal of voting rights
3. Details of person subject to the notification obligation
Name
JPMorgan Chase & Co.
City of registered office (if applicable)
Country of registered office (if applicable)
US
4. Details of the shareholder
Name
City of registered office
Country of registered office
J.P. Morgan Securities plc
5. Date on which the threshold was crossed or reached
29-Feb-2024
6. Date on which Issuer notified
04-Mar-2024
7. Total positions of person(s) subject to the notification obligation
.
% of voting rights attached to shares (total of 8.A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached
8.811308
0.044784
8.856092
11029711
Position of previous notification (if applicable)
9.102656
0.050711
9.153367
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible)
Number of direct voting rights (DTR5.1)
Number of indirect voting rights (DTR5.2.1)
% of direct voting rights (DTR5.1)
% of indirect voting rights (DTR5.2.1)
GB0030329360
10973933
8.811308
Sub Total 8.A
10973933
8.811308%
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument
Expiration date
Exercise/conversion period
Number of voting rights that may be acquired if the instrument is exercised/converted
% of voting rights
Sub Total 8.B1
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument
Expiration date
Exercise/conversion period
Physical or cash settlement
Number of voting rights
% of voting rights
Cash-settled Equity Swap
31/10/2024
31/10/2024
Cash
54672
0.043897
Cash-settled Equity Swap
27/02/2025
27/02/2025
Cash
787
0.000631
Cash-settled Equity Swap
02/04/2025
02/04/2025
Cash
319
0.000256
Sub Total 8.B2
55778
0.044784%
9. Information in relation to the person subject to the notification obligation
2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)
Ultimate controlling person
Name of controlled undertaking
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
JPMorgan Chase & Co.
J.P. Morgan Securities plc
8.811297
8.856081%
JPMorgan Chase & Co.
JPMorgan Chase Bank, National Association
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
Chain of controlled undertakings:JPMorgan Chase & Co.JPMorgan Chase Bank, National Association (100%)J.P. Morgan International Finance Limited (100%)J.P. Morgan Capital Holdings Limited (100%)J.P. Morgan Securities plc (100%)JPMorgan Chase & Co.JPMorgan Chase Bank, National Association (100%)
12. Date of Completion
04-Mar-2024
13. Place Of Completion
London, United Kingdom
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
1. Lyn Colloff
2. Paul Durkin
3. Tom Hinton
4. Ian Keilty
5. Daniel Porte
6. James Wroath
2
Reason for the notification
a)
Position/status
1. Company Secretary
2. Chief Customer & Innovation Officer
3. Chief Financial Officer
4. Chief Operating Officer
5. Strategy Director
6. Chief Executive Officer
b)
Initial notification/Amendment
Initial Notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Wincanton plc
b)
LEI
213800Z5WTW8QKOHWQ82
4
Details of the transaction(s): section to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Identification code
Ordinary Shares of 10p each in Wincanton plc
ISIN: GB0030329360
b)
Nature of the transaction
Shares purchased for the PDMRs listed above in respect of Partnership and Matching Shares, under the Wincanton plc approved Share Incentive Plan 2003
c)
Price(s) and volume(s)
Price
Partnership Shares Volume(s)
Matching
Shares
Volume(s)
1. £6.2350; nil
24
6
2. £6.2350; nil
24
6
3. £6.2350; nil
24
6
4. £6.2350; nil
24
6
5. £6.2350; nil
24
6
6. £6.2350; nil
24
6
d)
Aggregated information
- Aggregated volume
- Price
Price
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: SAMSON ROCK CAPITAL LLP (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 WINCANTON 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 29/02/2024 (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” No2. 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: ORDINARY 10p Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: (2) Cash-settled derivatives: 4,640,870 3.73 (3) Stock-settled derivatives (including options) and agreements to purchase/sell: TOTAL: 4,640,870 3.73All 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 descriptione.g. CFD Nature of dealinge.g. opening/closing a long/short position, increasing/reducing a long/short position Number of reference securities Price per unit 10p ordinary Equity Swap Reducing a long position 58,384 510 GBp 10p ordinary Equity Swap Increasing a long position 1,465 606 GBp 10p ordinary Equity Swap Increasing a long position 215,027 607 GBp 10p ordinary Equity Swap Increasing a long position 100,000 607.16 GBp 10p ordinary Equity Swap Increasing a long position 317,515 608 GBp 10p ordinary Equity Swap Increasing a long position 100,000 608.98284 GBp 10p ordinary Equity Swap Increasing a long position 506,863 609 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 Typee.g. American, European etc. Expiry date Option money paid/ received per unit(ii) Exercise
Class of relevant security Product descriptione.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 dealinge.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: 01/03/2024 Contact name: Trishawna Simpson Telephone number*: 02039941800Public 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.
*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel’s Market Surveillance Unit.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
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:
SAMSON ROCK CAPITAL LLP
(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
WINCANTON 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
28/02/2024
(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 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:
ORDINARY 10p
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
(2) Cash-settled derivatives:
3,458,384
2.78
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:
3,458,384
2.78
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
10p ordinary
Equity Swap
Reducing a long position
6,313
510 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
(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
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
GB0030329360
Issuer Name
WINCANTON PLC
UK or Non-UK Issuer
UK
2. Reason for Notification
An acquisition or disposal of voting rights
3. Details of person subject to the notification obligation
Name
JPMorgan Chase & Co.
City of registered office (if applicable)
Country of registered office (if applicable)
US
4. Details of the shareholder
Name
City of registered office
Country of registered office
J.P. Morgan Securities plc
5. Date on which the threshold was crossed or reached
26-Feb-2024
6. Date on which Issuer notified
28-Feb-2024
7. Total positions of person(s) subject to the notification obligation
.
% of voting rights attached to shares (total of 8.A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached
9.102656
0.050711
9.153367
11399948
Position of previous notification (if applicable)
8.467457
0.053535
8.520992
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible)
Number of direct voting rights (DTR5.1)
Number of indirect voting rights (DTR5.2.1)
% of direct voting rights (DTR5.1)
% of indirect voting rights (DTR5.2.1)
GB0030329360
11336788
9.102656
Sub Total 8.A
11336788
9.102656%
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument
Expiration date
Exercise/conversion period
Number of voting rights that may be acquired if the instrument is exercised/converted
% of voting rights
Sub Total 8.B1
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument
Expiration date
Exercise/conversion period
Physical or cash settlement
Number of voting rights
% of voting rights
Cash-settled Equity Swap
17/07/2024
17/07/2024
Cash
7100
0.005700
Cash-settled Equity Swap
31/10/2024
31/10/2024
Cash
54672
0.043897
Cash-settled Equity Swap
27/02/2025
27/02/2025
Cash
751
0.000603
Cash-settled Equity Swap
02/04/2025
02/04/2025
Cash
637
0.000511
Sub Total 8.B2
63160
0.050711%
9. Information in relation to the person subject to the notification obligation
2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)
Ultimate controlling person
Name of controlled undertaking
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
JPMorgan Chase & Co.
J.P. Morgan Securities plc
9.102645
9.153356%
JPMorgan Chase & Co.
JPMorgan Chase Bank, National Association
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
Chain of controlled undertakings:JPMorgan Chase & Co.JPMorgan Chase Bank, National Association (100%)J.P. Morgan International Finance Limited (100%)J.P. Morgan Capital Holdings Limited (100%)J.P. Morgan Securities plc (100%)JPMorgan Chase & Co.JPMorgan Chase Bank, National Association (100%)
12. Date of Completion
28-Feb-2024
13. Place Of Completion
London, United Kingdom
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
GB0030329360
Issuer Name
WINCANTON PLC
UK or Non-UK Issuer
UK
2. Reason for Notification
An acquisition or disposal of voting rights
3. Details of person subject to the notification obligation
Name
JPMorgan Chase & Co.
City of registered office (if applicable)
Country of registered office (if applicable)
US
4. Details of the shareholder
Name
City of registered office
Country of registered office
J.P. Morgan Securities plc
5. Date on which the threshold was crossed or reached
23-Feb-2024
6. Date on which Issuer notified
28-Feb-2024
7. Total positions of person(s) subject to the notification obligation
.
% of voting rights attached to shares (total of 8.A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached
8.467457
0.053535
8.520992
10612375
Position of previous notification (if applicable)
7.957283
0.054655
8.011938
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible)
Number of direct voting rights (DTR5.1)
Number of indirect voting rights (DTR5.2.1)
% of direct voting rights (DTR5.1)
% of indirect voting rights (DTR5.2.1)
GB0030329360
10545689
8.467457
Sub Total 8.A
10545689
8.467457%
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument
Expiration date
Exercise/conversion period
Number of voting rights that may be acquired if the instrument is exercised/converted
% of voting rights
Sub Total 8.B1
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument
Expiration date
Exercise/conversion period
Physical or cash settlement
Number of voting rights
% of voting rights
Cash-settled Equity Swap
17/07/2024
17/07/2024
Cash
7100
0.005700
Cash-settled Equity Swap
31/10/2024
31/10/2024
Cash
54672
0.043897
Cash-settled Equity Swap
27/02/2025
27/02/2025
Cash
653
0.000519
Cash-settled Equity Swap
02/04/2025
02/04/2025
Cash
4225
0.003391
Cash-settled Equity Swap
02/03/2029
02/03/2029
Cash
36
0.000028
Sub Total 8.B2
66686
0.053535%
9. Information in relation to the person subject to the notification obligation
2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)
Ultimate controlling person
Name of controlled undertaking
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
JPMorgan Chase & Co.
J.P. Morgan Securities plc
8.467446
8.520981%
JPMorgan Chase & Co.
JPMorgan Chase Bank, National Association
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
Chain of controlled undertakings:JPMorgan Chase & Co.JPMorgan Chase Bank, National Association (100%)J.P. Morgan International Finance Limited (100%)J.P. Morgan Capital Holdings Limited (100%)J.P. Morgan Securities plc (100%)JPMorgan Chase & Co.JPMorgan Chase Bank, National Association (100%)
12. Date of Completion
28-Feb-2024
13. Place Of Completion
London, United Kingdom
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:
SAMSON ROCK CAPITAL LLP
(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
WINCANTON 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
26/02/2024
(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 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:
ORDINARY 10p
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
(2) Cash-settled derivatives:
3,464,697
2.78
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:
3,464,697
2.78
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
10p ordinary
Equity Swap
Increasing a long position
200,000
494.00 GBp
10p ordinary
Equity Swap
Increasing a long position
100,000
496.05995 GBp
10p ordinary
Equity Swap
Increasing a long position
43,566
498.00 GBp
10p ordinary
Equity Swap
Increasing a long position
150,000
498.50 GBp
10p ordinary
Equity Swap
Increasing a long position
350,000
499.00 GBp
10p ordinary
Equity Swap
Increasing a long position
125,000
499.25 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
(ii) Exercise
Class of relevant security
Product description
e.g. call option
Exercising/ exercised against
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
GB0030329360
Issuer Name
WINCANTON PLC
UK or Non-UK Issuer
UK
2. Reason for Notification
An acquisition or disposal of voting rights
3. Details of person subject to the notification obligation
Name
JPMorgan Chase & Co.
City of registered office (if applicable)
Country of registered office (if applicable)
US
4. Details of the shareholder
Name
City of registered office
Country of registered office
J.P. Morgan Securities plc
5. Date on which the threshold was crossed or reached
22-Feb-2024
6. Date on which Issuer notified
26-Feb-2024
7. Total positions of person(s) subject to the notification obligation
.
% of voting rights attached to shares (total of 8.A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached
7.957283
0.054655
8.011938
9978378
Position of previous notification (if applicable)
7.551536
0.138445
7.689981
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible)
Number of direct voting rights (DTR5.1)
Number of indirect voting rights (DTR5.2.1)
% of direct voting rights (DTR5.1)
% of indirect voting rights (DTR5.2.1)
GB0030329360
9910299
7.957283
Sub Total 8.A
9910299
7.957283%
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument
Expiration date
Exercise/conversion period
Number of voting rights that may be acquired if the instrument is exercised/converted
% of voting rights
Sub Total 8.B1
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument
Expiration date
Exercise/conversion period
Physical or cash settlement
Number of voting rights
% of voting rights
Cash-settled Equity Swap
17/07/2024
17/07/2024
Cash
7100
0.005700
Cash-settled Equity Swap
31/10/2024
31/10/2024
Cash
54672
0.043897
Cash-settled Equity Swap
27/02/2025
27/02/2025
Cash
620
0.000493
Cash-settled Equity Swap
02/04/2025
02/04/2025
Cash
5532
0.004441
Cash-settled Equity Swap
02/03/2029
02/03/2029
Cash
155
0.000124
Sub Total 8.B2
68079
0.054655%
9. Information in relation to the person subject to the notification obligation
2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)
Ultimate controlling person
Name of controlled undertaking
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
JPMorgan Chase & Co.
J.P. Morgan Securities plc
7.957272
8.011927%
JPMorgan Chase & Co.
JPMorgan Chase Bank, National Association
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
Chain of controlled undertakings:JPMorgan Chase & Co.JPMorgan Chase Bank, National Association (100%)J.P. Morgan International Finance Limited (100%)J.P. Morgan Capital Holdings Limited (100%)J.P. Morgan Securities plc (100%)JPMorgan Chase & Co.JPMorgan Chase Bank, National Association (100%)
12. Date of Completion
26-Feb-2024
13. Place Of Completion
London, United Kingdom
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