Form 8.3 - Primary Health Properties PLC

  • 11 July 2025 18:26:18
  • Source: Sharecast
RNS Number : 8139Q
Mirabella Financial Services LLP
11 July 2025
 

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

Amendment - this form replaces RNS [9055I], published at [14:27] on [19/05/25]. Changes have been made to Section 1e, 1f, 2a, 3a, 3b

 

(a) Full name of discloser:

Mirabella Financial Services 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

Primary Health Properties plc (PHP)

ISIN: XS2016141637

(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

10 July 2025

In addition, Mirabella Financial Services LLP has dealt on previous dates during the offer period as attached at the end of this form

(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"

Yes, for Assura plc (AGR LN)

 

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:

 

Guaranteed Convertible Bond 2025

 

 

Interests

Short positions

 

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

30,000,000

20.00%

 

 

 

(2) Cash-settled derivatives:

 



 

 

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

 


 

 

 

     TOTAL:

30,000,000

20.00%

 

 

 

 

Class of relevant security:

 

12.5p ordinary

 

 

Interests

Short positions

 

Number

%

Number

%

(1) Relevant securities owned and/or controlled:





(2) Cash-settled derivatives:

 

1,172,543

0.09%

19,883,970

1.48%

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

 




 

     TOTAL:

1,172,543

0.09%

19,883,970

1.48%

 

 

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

 

(GBP)

12.5p ordinary

SWAP

Increasing long position

67,736

0.966

 

(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

 

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:

 11 July 2025

Contact name:

Suzanne Porter

Telephone number*:

+44 (0) 20 7042 0510

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

*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.

 

 

Previous dealings

 

 

Purchases and sales:

 

Date

Class of relevant security

Purchase/sale

 

Number of securities

Price per unit

(GBP)

10/03/2025

Guaranteed Convertible Bond 2025

Purchase

30,000,000

0.993

 

 

Cash-settled derivative transactions:

 

PHP LN






Date of dealing

Class of relevant security

Product description

 Nature of dealing 

Number of reference securities

Price per unit (GBP)

10/03/2025

12.5p ordinary

SWAP

Opening long position

179,240

0.939

11/03/2025

12.5p ordinary

SWAP

Reducing long position

75,763

0.960

12/03/2025

12.5p ordinary

SWAP

Reducing long position

41,772

0.957

13/03/2025

12.5p ordinary

SWAP

Reducing long position

1,158

0.940

19/03/2025

12.5p ordinary

SWAP

Increasing long position

2,892

0.950

25/03/2025

12.5p ordinary

SWAP

Increasing long position

3,676

0.952

26/03/2025

12.5p ordinary

SWAP

Increasing long position

17,843

0.959

27/03/2025

12.5p ordinary

SWAP

Increasing long position

15,140

0.933

28/03/2025

12.5p ordinary

SWAP

Increasing long position

28,011

0.948

31/03/2025

12.5p ordinary

SWAP

Increasing long position

10,758

0.938

04/04/2025

12.5p ordinary

SWAP

Reducing long position

936

0.952

07/04/2025

12.5p ordinary

SWAP

Reducing long position

37,144

0.920

09/04/2025

12.5p ordinary

SWAP

Reducing long position

9,869

0.927

09/04/2025

12.5p ordinary

CFD

Increasing short position

3,413,815

0.927

10/04/2025

12.5p ordinary

SWAP

Reducing long position

4,495

0.953

10/04/2025

12.5p ordinary

CFD

Increasing short position

3,217,639

0.953

11/04/2025

12.5p ordinary

SWAP

Reducing long position

6,707

0.973

07/05/2025

12.5p ordinary

SWAP

Increasing long position

104,637

1.029

08/05/2025

12.5p ordinary

SWAP

Increasing long position

136,603

1.007

12/05/2025

12.5p ordinary

SWAP

Increasing long position

25,493

0.995

12/05/2025

12.5p ordinary

CFD

Increasing short position

1,424,325

0.995

13/05/2025

12.5p ordinary

CFD

Increasing short position

1,000,000

0.990

14/05/2025

12.5p ordinary

CFD

Increasing short position

30,517

0.980

15/05/2025

12.5p ordinary

CFD

Increasing short position

450,000

0.995

22/05/2025

12.5p ordinary

SWAP

Increasing long position

4,315

0.987

22/05/2025

12.5p ordinary

TRS

Increasing short position

780,821

0.987

23/05/2025

12.5p ordinary

SWAP

Increasing long position

76,422

0.987

23/05/2025

12.5p ordinary

TRS

Increasing short position

990,609

0.987

27/05/2025

12.5p ordinary

SWAP

Increasing long position

72,576

0.990

27/05/2025

12.5p ordinary

TRS

Increasing short position

763,360

0.990

28/05/2025

12.5p ordinary

SWAP

Increasing long position

52,351

0.988

28/05/2025

12.5p ordinary

TRS

Increasing short position

235,425

0.988

30/05/2025

12.5p ordinary

SWAP

Increasing long position

99,304

1.006

30/05/2025

12.5p ordinary

SWAP

Increasing short position

14,094

1.006

02/06/2025

12.5p ordinary

SWAP

Increasing long position

43,507

1.005

11/06/2025

12.5p ordinary

SWAP

Increasing long position

53,626

1.032

12/06/2025

12.5p ordinary

SWAP

Reducing long position

53,626

1.030

12/06/2025

12.5p ordinary

SWAP

Increasing short position

28,941

1.030

18/06/2025

12.5p ordinary

SWAP

Increasing long position

27,244

1.035

19/06/2025

12.5p ordinary

SWAP

Increasing long position

48,342

1.030

23/06/2025

12.5p ordinary

SWAP

Reducing long position

24,101

0.992

23/06/2025

12.5p ordinary

SWAP

Increasing short position

243,260

0.992

23/06/2025

12.5p ordinary

TRS

Increasing short position

6,147,376

0.992

24/06/2025

12.5p ordinary

SWAP

Increasing long position

198,713

0.992

24/06/2025

12.5p ordinary

TRS

Increasing short position

1,111,948

0.992

26/06/2025

12.5p ordinary

TRS

Increasing short position

8,140

0.998

27/06/2025

12.5p ordinary

TRS

Increasing short position

40,344

1.003

30/06/2025

12.5p ordinary

SWAP

Reducing short position

26,569

0.989

30/06/2025

12.5p ordinary

TRS

Increasing short position

24,794

0.989

01/07/2025

12.5p ordinary

SWAP

Increasing long position

87,202

1.000

01/07/2025

12.5p ordinary

SWAP

Reducing short position

14,869

1.000

02/07/2025

12.5p ordinary

SWAP

Increasing long position

36,394

0.978

07/07/2025

12.5p ordinary

SWAP

Increasing long position

31,382

0.968

09/07/2025

12.5p ordinary

SWAP

Increasing long position

4,707

0.966

 

 

 

 

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