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RNS Number : 8767J
BlackRock Alternatives Management
24 December 2020
 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

Coyote Bidco Limited

(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.

Coyote Bidco limited is jointly owned by (i) Global Energy & Power Infrastructure Fund III, L.P. (acting by its investment manager BlackRock Alternatives Management, LLC), together

with an indirectly wholly-owned subsidiary of Mubadala Investment Company PJSC as co-investor; and (ii) West Street International Infrastructure Partners III AIV (II), L.P., West Street Global Infrastructure Partners III AIV (II), L.P., West Street European Infrastructure Partners III AIV (II), L.P., Broad Street Credit Holdings Europe S.à r.l and GLQ Holdings (UK) Ltd

 

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Calisen plc

(d) Is the discloser the offeror or the offeree?

OFFEROR

(e) Date position held:

     The latest practicable date prior to the disclosure

23 December 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"

NO

 

2.         POSITIONS OF THE PARTY TO THE OFFER 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

 

Class of relevant security:

 

Ordinary shares of 1p each in Calisen plc

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

Nil

Nil

Nil

(2) Cash-settled derivatives:

 

Nil

Nil

Nil

Nil

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

Nil

Nil

Nil

Nil

     TOTAL:

 

Nil

Nil

Nil

Nil

 

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).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

Nil

Details, including nature of the rights concerned and relevant percentages:

Nil

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

BlackRock Investment Management (UK) Limited

 

Class of relevant security:

 

Ordinary shares of 1p each in Calisen plc

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

18,770,554*

3.43%

0

0.00%

(2) Cash-settled derivatives:

 

0

0.00%

2,136

0.00%

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

0

0.00%

0

0.00%

     TOTAL:

18,770,554

3.43%

2,136

0.00%

*of which BlackRock does not have right to exercise (or direct the exercise of) voting rights over 441,546 shares (but for the avoidance of doubt, BlackRock retains the authority to make decisions in relation to offer acceptance).

 

BlackRock Fund Advisors

 

Class of relevant security:

 

Ordinary shares of 1p each in Calisen plc

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

714,979

0.13%

0

0.00%

(2) Cash-settled derivatives:

 

0

0.00%

0

0.00%

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

0

0.00%

0

0.00%

     TOTAL:

714,979

0.13%

0

0.00%

 

BlackRock Advisors (UK) Limited

 

Class of relevant security:

 

Ordinary shares of 1p each in Calisen plc

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

14,442,233 *

2.64%

0

0.00%

(2) Cash-settled derivatives:

 

0

0.00%

0

0.00%

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

0

0.00%

0

0.00%

     TOTAL:

14,442,233

2.64%

0

0.00%

*of which BlackRock does not have right to exercise (or direct the exercise of) voting rights over 13,466,823 shares (but for the avoidance of doubt, BlackRock retains the authority to make decisions in relation to offer acceptance).

 

 

BlackRock Advisors, LLC

 

Class of relevant security:

 

Ordinary shares of 1p each in Calisen plc

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

0

0.00%

0

0.00%

(2) Cash-settled derivatives:

 

0

0.00%

18,276

0.00%

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

0

0.00%

0

0.00%

     TOTAL:

0

0.00%

18,276

0.00%

 

BlackRock Institutional Trust Company, National Association

 

Class of relevant security:

 

Ordinary shares of 1p each in Calisen plc

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

1,285,248*

0.23%

0

0.00%

(2) Cash-settled derivatives:

 

0

0.00%

0

0.00%

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

0

0.00%

0

0.00%

     TOTAL:

1,285,248

0.23%

0

0.00%

*of which BlackRock does not have right to exercise (or direct the exercise of) voting rights over 44,787 shares (but for the avoidance of doubt, BlackRock retains the authority to make decisions in relation to offer acceptance).

 

 

Goldman Sachs International

 

Class of relevant security:

 

Ordinary shares of 1p each in Calisen plc


Interests

Short positions


Number

%

Number

%

(1) Relevant securities owned and/or controlled:

9,230,867

1.68%

18,942,831

3.45%

(2) Cash-settled derivatives:

8,041,133

1.46%

585,412

0.10%

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

0

0.00%

0

0.00%

     TOTAL:

17,272,000

3.15%

19,528,243

3.56%

 

 

Goldman Sachs Bank Europe SE, Luxembourg Branch

 

Class of relevant security:

 

Ordinary shares of 1p each in Calisen plc


Interests

Short positions


Number

%

Number

%

(1) Relevant securities owned and/or controlled:

38,933*

0.01%

0

0.00%

(2) Cash-settled derivatives:

0

0.00%

0

0.00%

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

0

0.00%

0

0.00%

     TOTAL:

38,933

0.01%

0

0.00%

*of which Goldman Sachs does not have right to exercise (or direct the exercise of) voting rights over 38,933 shares (but for the avoidance of doubt, Goldman Sachs retains the authority to make decisions in relation to offer acceptance).

 

 

Goldman Sachs Asset Management International

 

Class of relevant security:

 

Ordinary shares of 1p each in Calisen plc


Interests

Short positions


Number

%

Number

%

(1) Relevant securities owned and/or controlled:

   1,105,625

 

0.20%

0

0.00%

(2) Cash-settled derivatives:

0

0.00%

0

0.00%

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

0

0.00%

0

0.00%

     TOTAL:

   1,105,625

0.20%

0

0.00%

 

 

 

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).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

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 party to the offer making the disclosure or any person acting in concert with it:

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 party to the offer making the disclosure, or any person acting in concert with it, 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

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

YES

 

 

Date of disclosure:

24 December 2020

Contact name:

Rui Huo

Telephone number:

020 7006 2263

 

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.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

SUPPLEMENTAL FORM 8 (SBL)

 

DETAILS OF SECURITIES BORROWING AND LENDING AND

FINANCIAL COLLATERAL ARRANGEMENTS BY

PARTIES TO AN OFFER AND PERSONS ACTING IN CONCERT

Note 5(l) on Rule 8 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

Full name of person making disclosure:

Goldman Sachs International

(as a concert party of Coyote Bidco Limited)

Name of offeror/offeree in relation to whose relevant securities this form relates:

Calisen plc

 

 

2.         SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL POSITIONS

 

Class of relevant security:

 

Ordinary shares of 1p each in Calisen plc


Number

 

%

Securities borrowed:

11,828,241

2.15%

Securities lent (including securities subject to a security financial collateral arrangement with right of use or a title transfer collateral arrangement):

 

2,141,496

 

0.39%

 

Details of borrowed relevant securities which have been either on-lent or sold do not need to be disclosed.

 

 

 

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

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

 

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