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BFW 03/21 15:25 *ELLIOTT CAPITAL INCREASES INTEREST IN F&C TO 20.183% BN 03/21 15:22 *ELLIOTT CAPITAL HOLDS 20.183% F&C ASSET MGMT VOTING RIGHTS
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Elliott Capital Advisors, L.P: Form 8.3 - F&C ASSET MANAGEMENT PLC 2014-03-21 15:20:16.327 GMT
Elliott Capital Advisors, L.P: Form 8.3 - F&C ASSET MANAGEMENT PLC
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) Identity of the person whose Elliott Capital Advisors, L.P. positions/dealings are being disclosed: (for itself and related general partners and investment managers) (b) Owner or controller of interests and Elliott International, L.P. short positions disclosed, if different from Elliott Associates, L.P. 1(a): Liverpool Limited Partnership The naming of nominee or vehicle companies is insufficient (c) Name of offeror/offeree in relation to F&C ASSET MANAGEMENT PLC whose relevant securities this form relates: Use a separate form for each offeror/offeree (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: 20thMarch 2014 (f) Has the discloser previously disclosed, Yes or are they today disclosing, under the Code in respect of any other party to this offer?
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(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 shares Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: (2) Derivatives (other than options): 118,634,818 20.183% (3) Options and agreements to purchase/sell: TOTAL: 118,634,818 20.183%
Class of relevant security: Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: (2) Derivatives (other than options): (3) Options and agreements to purchase/sell: TOTAL:
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, 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 executive options)
Class of relevant security in relation to which subscription right exists: Details, including nature of the rights concerned and relevant percentages:
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.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
Class of relevant security Purchase/sale Number of securities Price per unit
(b) Derivatives transactions (other than options)
Class of Product Nature of dealing Number of Price relevant description e.g. opening/closing a long/short reference per security e.g. CFD position, increasing/reducing a securities unit long/short position Ordinary CFD Increasing a Long Position 2,250,000 GBP Ordinary CFD Increasing a Long Position 1,000,000 120.5 Ordinary CFD Increasing a Long Position 5,000,000 GBP Ordinary CFD Increasing a Long Position 1,500,000 120.5 Ordinary CFD Increasing a Long Position 5,502,810 GBP 120.5 GBP 120.5 GBP 120.5
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Class of Product Writing, Number of Exercise Type Expiry Option relevant description purchasing, securities price e.g. date money security e.g. call selling, to which per unit American, paid/ option varying option European received etc. relates etc. per unit
(ii) Exercising
Class of relevant Product description Number of Exercise price per security e.g. call option securities unit
(d) Other dealings (including subscribing for new securities)
Class of relevant Nature of dealing Details Price per unit (if security e.g. subscription, applicable) conversion
The currency of all prices and other monetary amounts should be stated.
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.
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: 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: 21st March 2014 Contact name: Michael Cross Telephone number: 0203 009 1305
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 dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
Other news: ISR -6.1% (modestly pulling back), ENLK -5.7% (prices public offering of 17,997,296 common units representing limited partner interests owned by GSO Crosstex and certain of its affiliates for total gross proceeds of ~ $550 mln), PBF -5.7% (prices secondary offering of 15 mln shares of its Class A common stock by funds affiliated with First Reserve Management for total gross proceeds of ~ $382.5 mln), BGMD -4.7% (still checking), BLDP -3.7% (still checking), WMC -3.2% ( declares first quarter dividend of $0.67 per share; announces estimated book value per share, as of Feb 28, 2014, was ~ $15.18), SONS -2.1% ( announces offering of common stock by selling stockholder and concurrent share repurchase), SGMO -1.7% (priced public offering of common stock consisting of 4,444,444 shares at $22.50 per share), HLF -1.2% ( Carl Icahn considering adding to HLF Board, but not to his stake, according to reports ; downgraded to Hold from Buy at Argus), ZION -0.7% (only bank that did not clear fed hurdle for capital and leverage), UA -0.7% (following NKE results), FMI -0.3% (files for $150 mln offering of common stock), BCS -0.3% ( has missed chance to participate in Alibaba IPO, according to reports).
Analyst comments: EQY -100% ( downgraded to Hold at MLV & Co; tgt lowered to $23), AMRI -3% (downgraded to Underperform from Neutral at Sterne Agee), CHL -2.6% (downgraded to Neutral from Overweight at HSBC Securities ), RBS -1.4% (downgraded to Equal Weight from Overweight at Barclays), CAG -1% ( downgraded to Neutral from Buy at Goldman), BA -1% (downgraded to Neutral from Buy at Goldman)
M&A news: LIN +21.9% (Media General and LIN Media to combine; LIN Media shareholders to receive aggregate consideration of $763 million in cash and 49.5 million shares in stock, calc to ~$27.82 per LIN share)... Peers trading higher: GTN +9.7% CETV +4.5%, NXST +3.1%
Select financial related names showing strength boosted by stress test results: SAN +0.9%, MS +0.8%, DB +0.5% (still facing 4 lawsuits over bad mortgages, according to reports), wfc +0.6%, gs +0.5%, DFS +0.3% (proposes an increase in quarterly dividend to $0.24 per share from $0.20 per share and share repurchases of up to $1.6 bln during the four quarters ending March 31, 2015 ), .
Metals/mining stocks trading higher: MUX +4.9%, IAG +4%, SWC +3.1%, KGC +2.1%, MT +1.9%, BBL +1.7%, BHP +1.6%, RIO +1.5%, GLD +0.9%, SLV +0.9%, GOLD +0.8%.
European drug names trading higher: MRK +2.9%, SNY +1.9% (Genzyme's Lemtrada Approved in Brazil for Treatment of Multiple Sclerosis), NVS +1.5% (UK recommended Bexsero vaccine for inclusion in National Immunisation Programme to help protect against devastating meningitis B ), AZN +0.2%
Other news: UPIP +84.6% (Unwired Plant and Lenovo announce $100 mln patent license and patent purchase transaction), GNK +33.9% (makes $3.1 mln payment on interest payment originally due Feb 18), AVEO +13.8% (regains worldwide rights to AV-203: Agreement with Biogen Idec (BIIB) allows AVEO to seek partner to accelerate clinical development), KIOR +8.4% (disclosed it issued Lenders ATM Warrants to purchase 3,032,406 shares of Class A common stock for exercise price of $1.37 on March 18), ANN +7.7% (Golden Gate Capital discloses 9.5% stake; ANN comments that it welcomes new investors), ASTM +4.6% (continued strength), AKS +3% (announces price increase for hot roll carbon steel to $660 per ton, effective immediately with new orders),YELP +2.5% (Yelp and YP sign strategic deal), ABMD +2.3% (announced that the Centers for Medicare & Medicaid Services has released an updated version of ICD-10 MS-DRGs and maintained assignment to Diagnosis Related Groups 216-221 for the category of devices that includes Impella pumps), JKS +2.2% (still checking), DEG +2.1% (still checking), TXMD +1.9% (prices secondary offering of 9 mln shares at $7.10 per share), ORAN +1.8% (still checking), JDSU +1.7% (still checking), BWLD +1.5% (following positive MadMoney mention), FEYE +1.5% (modestly rebounding), AGO +1.4% (WL Ross & Co and affiliates sell 4 mln common shares), SI +1.4% and ASML +1.3% (still checking), EGLE +1.1% ( announces entry into waiver and forbearance agreement), DRYS+0.9% (following GNK news), CMGE +0.9% ( priced follow-on public offering of 3,442,000 American depositary shares at $24.00 per ADS), SBUX +0.7% (expanding alcohol sales, according to reports; Barron's profiles positive view on Starbucks), AMZN +0.5% (has closed China third party store following reports of fake cosmetic sales, according to reports), KBH +0.5% (priced aggregate of 6,944,445 shares of its common stock at $18.00 per share and upsized $400.0 mln in aggregate principal amount of its senior notes due 2019 ), DATA +0.2% (priced public offering of 4 mln shares of Class A common stock at $89.25 per share ).
Analyst comments: PRMW +3.5% (initiated with a Buy at B. Riley & Co.), KERX +3.3% (initiated with a Buy at Mizuho; tgt $25), ABMD +2.1% (ticking higher, upgraded to Buy from Neutral at BTIG Research), ELGX +1.9% (ticking higher, upgraded to Buy from Neutral at BTIG Research ), JDSU +1.7% (strength attributed to analyst upgrade), EXC +1.1% (upgraded to Outperform from Neutral at Credit Suisse), UTX +1.1% (upgraded to Buy from Neutral at Goldman; tgt raised to $138 from $123), CLGX +0.3% ( initiated with a Outperform at Oppenheimer), PGR +0.3% ( upgraded to Outperform from Mkt Perform at William Blair), PKX +0.3% (Posco upgraded to Buy from Neutral at Citigroup), AAPL +0.2% (initiated with an Outperform at Macquarie; tgt $630)