Glazer Capital LLC

LSE : TTM


November 12, 2012 10:30 ET

Form 8.3 - Aegis Group 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 positions/dealings      Glazer Capital LLC
    are being disclosed:
(b) Owner or controller of interests and short           NA
    positions disclosed, if different from 1(a):
    The naming of nominee or vehicle companies is 
    insufficient
(c) Name of offeror/offeree in relation to whose         Aegis Group Plc
    relevant securities this form relates:
    Use a separate form for each offeror/offeree
(d) If an exempt fund manager connected with an          NA
    offeror/offeree, state this and specify identity
    of offeror/offeree:
(e) Date position held/dealing undertaken:               November 9, 2012
(f) Has the discloser previously disclosed, or are       NO
    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:                   2.5 % convertible bonds due April 2015

                                             Interests                  Short positions
                                            Number           %           Number           %
(1) Relevant securities owned                                                             
    and/or controlled:
(2) Derivatives (other than               8,900,000        4.67%                          
    options):
(3) Options and agreements to                                                             
    purchase/sell:
    TOTAL:                                8,900,000        4.67%                          


Class of relevant security:                                5.5p ordinary

                                             Interests                  Short positions
                                            Number           %           Number           %
(1) Relevant securities owned                                                         
    and/or controlled:
(2) Derivatives (other than                                            4,110,433        0.35 %
    options):
(3) Options and agreements to                                                           
    purchase/sell:
    TOTAL:                                                             4,110,433        0.35 %

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           Purchase/sale            Number of             Price per unit
    security                                         securities                   



(b)     Derivatives transactions (other than options)

Class of          Product         Nature of dealing            Number of       Price per
relevant        description       e.g. opening/closing a       reference         unit
security          e.g. CFD        long/short position,         securities
                                  increasing/reducing a
                                  long/short position
5.5p ordinary       CFD           Increase short position      500,000         2.34 GBP



(c)     Options transactions in respect of existing securities

(i)     Writing, selling, purchasing or varying

Class of      Product       Writing,     Number of    Exercise    Type e.g.   Expiry    Option
relevant    description    purchasing,   securities   price per   American,    date     money
security     e.g. call      selling,      to which      unit      European              paid/
              option       varying etc.   option                    etc.               received
                                          relates                                      per unit



(ii)    Exercising

Class of relevant         Product description          Number of           Exercise price 
    security               e.g. call option            securities             per unit



(d)     Other dealings (including subscribing for new securities)

Class of relevant         Nature of dealing              Details            Price per unit
    security              e.g. subscription,                                (if 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"

NA


(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"

NA


(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?                                     NO


Date of disclosure:                            November 12, 2012
Contact name:                                  David Barlow
Telephone number:                              212-808-7308

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.

Contact Information

  • Glazer Capital LLC