FORM 8.1(a)&(b)(i)
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1(a) AND (b)(i) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2013
DEALINGS BY OFFERORS, OFFEREES OR PARTIES ACTING IN CONCERT WITH THEM FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS
1. KEY INFORMATION
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Nameofpersondealing (Note 1) |
Paul Carroll |
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Companydealtin |
Cpl Resources plc (" Cpl ") |
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Classofrelevantsecuritytowhichthe dealingsbeingdisclosedrelate(Note2) |
Ordinary shares of €0.10 (" Shares ") |
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Date of dealing |
23 December 2020 |
2. INTERESTS AND SHORT POSITIONS
(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)
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Long |
Short |
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Number |
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(%) |
Number |
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(%) |
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(1)Relevantsecurities |
1,613,844 5.816506%
being the total number of Shares in Cpl which Paul Carroll is interested in. This comprises a 70% partnership interest in Shoyswell Partnership which owns the beneficial interest in 2,305,491 Shares in Cpl, further details of which are outlined in section 3(a) of this form.
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(2) Derivatives (other than options) |
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(3)Optionsandagreementstopurchase/sell |
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Total |
1,613,844 5.816506%
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(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)
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Classofrelevantsecurity: |
Long |
Short |
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Number |
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(%) |
Number |
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(%) |
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(1)Relevantsecurities |
N/A |
N/A |
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(2) Derivatives (other than options) |
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(3)Optionsandagreementstopurchase/sell |
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Total |
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3. DEALINGS (Note 4)
(a) Purchases and sales
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Purchase/sale |
Numberofrelevantsecurities |
Priceperunit (Note 5) |
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(b) Derivatives transactions (other than options transactions)
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Productname, e.g. CFD |
Natureoftransaction (Note 6) |
Numberofrelevantsecurities (Note 7) |
Priceperunit (Note 5) |
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(c) Options transactions in respect of existing relevant securities
(i) Writing, selling, purchasing or varying
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Product name, e.g. call option |
Writing, selling, purchasing, varyingetc. |
Number of securities to which the option relates (Note 7) |
Exercise price |
Type, e.g. American, Europeanetc. |
Expiry date |
Option money paid/received perunit (Note 5) |
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(ii) Exercising
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Productname, e.g. call option |
Numberofsecurities |
Exercisepriceper unit (Note 5) |
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(d) Other dealings (including transactions in respect of new securities) (Note 4)
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Nature of transaction (Note 8) |
Details |
Price per unit (if applicable) (Note 5) |
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Contribution of 1,613,844 Cpl Shares |
Paul Carroll and Anne Heraty (both directors of Cpl) are the sole partners of a partnership formed under the Partnership Act 1890 called Shoyswell Partnership ("Shoyswell"). On 23 December 2020, Paul Carroll contributed 1,613,844 Shares in Cpl to Shoyswell and Anne Heraty contributed 691,647 Shares in Cpl to Shoyswell. On completion of these contributions, Shoyswell entered into an irrevocable undertaking in favour of OUTSOURCING Inc. ("OUTSOURCING") and its wholly owned subsidiary, Outsourcing Talent Ireland Limited ("Bidco") in connection with the proposed acquisition of Cpl by OUTSOURCING on terms which are substantially the same as those entered into by Paul Carroll and Anne Heraty on 5 November 2020 in favour of OUTSOURCING and Bidco. |
N/A |
Agreements, arrangements or understandings relating to options or derivatives
Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any
relevant securities to which any derivative referred to on this form is referenced. If none, this
should be stated.
N/A
Is a Supplemental Form 8 attached? (Note 9) NO
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Dateofdisclosure |
23 December 2020 |
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Contact name |
Paul Carroll |
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Telephone number |
+353 1 614 6000
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Name of offeree/offeror with which acting in concert |
Cpl Resources plc |
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Specifycategoryandnatureof actinginconcertstatus |
Director of the offeree |