Form 8.3 is an Opening Position Disclosure form required by the Takeover Panel of the United Kingdom. Form 8.3 states the level of material interest in the relevant security of a UK listed company that the subject of a takeover. The subject or target company in this situation is known as the offeree company.
Rule 8.3, Disclosure requirements of the Takeover Code (the “Code”), lists the events and requirements for using the form any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified
Therefore, any person or institution that has an interest of more than 1% of the share capital of a company in a bid situation (on both sides of the transaction) must disclose any dealings in those shares and their resultant position. Form 8.3 is similiar in nature to the Schedule 13D in the United States as required by the SEC.
Form 8.3 Example
The disclosure form is required as part of the Takeover Code. This is the set of rules which aims to ensure an orderly framework within which mergers and acquisitions can be conducted on a fair and equitable basis in the United Kingdom. This should not be confused with the Competition and Markets Authority (CMA) who are responsible for responsible for strengthening business competition and preventing and reducing anti-competitive activities.
Once the requirement for a form 8.3 filing has been triggered the form is sent to the Takeover Panel who then issue the information on their website. Full details of the Regulatory Information Service can then be viewed via a Secondary Information Provider (SIP). Amongst these providers is the London Stock Exchange. An example form 8.3 showing details of Legal And General Investment Management Ltd stock purchase in Just Eat can be found here.
The key information shown in this document is
- (a) Full name of discloser: Legal And General Investment Management Ltd.
- (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. Legal And General Investment Management Ltd.
- (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Just Eat plc
- (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: No
- (e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure 08 January 2020
- (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 – Takeaway.com N.V
