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")
CORRECTION TO OPD FILED ON 24 APRIL 2017 - CORRECTION RELATES TO INFORMATION IN SECTION 3 BELOW
1. KEY INFORMATION
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(a) Full name of discloser: |
Kennedy-Wilson Holdings, Inc. (the "Offeror") |
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(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. |
N/A
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree |
Kennedy Wilson Europe Real Estate plc (the "Offeree") |
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(d) Is the discloser the offeror or the offeree? |
Offeror |
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(e) Date position held: The latest practicable date prior to the disclosure |
21 April 2017 |
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(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 - the Offeror |
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
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Class of relevant security:
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Ordinary shares of no par value each (ISIN: JE00BJT32513) |
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Interests |
Short positions |
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Number |
% |
Number |
% |
|
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(1) Relevant securities owned and/or controlled: |
576,954 |
0.46% |
Nil |
- |
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(2) Cash-settled derivatives:
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Nil |
- |
Nil |
- |
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(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
Nil |
- |
Nil |
- |
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TOTAL: |
576,954 |
0.46% |
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
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Class of relevant security in relation to which subscription right exists: |
N/A
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Details, including nature of the rights concerned and relevant percentages: |
N/A
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3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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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: |
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(a) Interests in the Offeree's ordinary shares held by persons acting in concert with the Offeror
(1) This number includes 99,922 ordinary shares held by William McMorrow and 79,489 restricted stock units ("RSUs") granted to William McMorrow by the Offeror which convert into Offeree ordinary shares on a one-for-one basis on vesting. These RSUs have not vested and were granted subject to a three year vesting period, of which two years remain. (2) This number includes 2,139 ordinary shares held by Kent Mouton and 8,947 RSUs granted to Kent Mouton by the Offeror which convert into Offeree ordinary shares on a one-for-one basis on vesting. These RSUs have not vested and were granted subject to a three year vesting period, of which two years remain.
Pursuant to an investment management agreement between KW Investment Management Ltd and the Offeree dated 25 February 2014 (the "IMA"), KW Investment Management Ltd is entitled to receive a management fee in respect of the quarter ended 31 March 2017. Half of this management fee is to be settled in cash and the other half by the Offeree transferring existing or issuing new Offeree ordinary shares to KW Investment Management Ltd. These Offeree ordinary shares will not be transferred or issued to KW Investment Management Ltd until May 2017 and it is not possible, at present, to determine the number of Offeree ordinary shares (which will depend on a number of currently unknown factors, such as the then latest reported net asset value per Offeree ordinary share).
(b) Cash-settled derivatives in the Offeree's ordinary shares held by persons acting in concert with the Offeror
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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
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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" |
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Pursuant to a Non-Disclosure Agreement between the Offeror and the Offeree dated 22 March 2017, the Offeror has agreed that, until the Offeror has indicated to the Offeree that it is no longer actively considering the proposed transaction, neither it nor any person acting in concert with it will acquire any right over or interest in any Offeree ordinary shares without the prior written consent of the independent non-executive directors of the Offeror (other than in accordance with the IMA).
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(b) Agreements, arrangements or understandings relating to options or derivatives
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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" |
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None |
(c) Attachments
Are any Supplemental Forms attached?
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Supplemental Form 8 (Open Positions) |
No |
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Supplemental Form 8 (SBL) |
No |
Date of disclosure: |
8 May 2017 |
Contact name: |
In Ku Lee - Senior Vice President, Deputy General Counsel |
Telephone number: |
+1 310 887 6400 |
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.