PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
PR Newswire
SAN DIEGO, Oct. 15, 2014
SAN DIEGO, Oct. 15, 2014 /PRNewswire/ — Rules 8.1 and 8.2 of the Takeover Code (the “Code”)
FORM 8 (OPD)
1. KEY INFORMATION
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(a) Identity of the party to the offer making the disclosure: |
Qualcomm Global Trading Pte. Ltd. (“Bidco“) a wholly-owned subsidiary of Qualcomm Incorporated. |
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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 |
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer |
CSR plc (“CSR“) |
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(d) Is the party to the offer making the disclosure the offeror or the offeree? |
OFFEROR |
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(e) Date position held: |
15 October 2014 |
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(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? |
NO |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(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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Interests |
Short positions |
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Number |
% |
Number |
% |
|
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(1) Relevant securities owned and/or controlled: |
Nil |
0 |
Nil |
0 |
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(2) Derivatives (other than options): |
Nil |
0 |
Nil |
0 |
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(3) Options and agreements to purchase/sell: |
Nil |
0 |
Nil |
0 |
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TOTAL: |
Nil |
0 |
Nil |
0 |
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, 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: |
NONE |
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Details, including nature of the rights concerned and relevant percentages: |
NONE |
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.
(c) Irrevocable commitments and letters of intent
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Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code): |
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The following irrevocable commitments have been received in relation to the scheme of arrangement proposed to be made under Part 26 of the Companies 2006 (the “Scheme“): |
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CSR Director |
Number of CSR Shares |
Percentage of existing issued share capital as at 14 October 2014 |
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Joep van Beurden |
324,173 |
0.20% |
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Ron Mackintosh |
112,115 |
0.07% |
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Will Gardiner |
292,702 |
0.18% |
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Chris Ladas |
82,341 |
0.05% |
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Anthony Carlisle |
19,000 |
0.01% |
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Teresa Vega |
3,000 |
0.00% |
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Levy Gerzberg |
31,840 |
0.02% |
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Chris Stone |
12,286 |
0.01% |
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Walker Boyd |
7,000 |
0.00% |
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These undertakings will remain binding in the event that a higher competing offer for CSR is made and will cease to be binding only if (i) the Scheme Document is not posted within 28 days after the date of this announcement (or such longer period as Bidco and CSR may agree, with the consent of the Takeover Panel) (ii) the Scheme lapses or is withdrawn in accordance with its terms or (iii) the Scheme has not become effective by 31 December 2014 |
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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 of any person acting in concert with the party to the offer making the disclosure: |
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Person |
Interests |
Short positions |
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Number |
% |
Number |
% |
|
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Financial Adviser to Bidco Deutsche Bank AG |
NIL |
0 |
NIL |
0 |
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In the interests of secrecy prior to releasing this announcement, it has not been practicable for Bidco to have made any enquiries of certain parties who may be deemed by the Panel to be acting in concert with Bidco. Enquiries of such parties will be made as soon as practicable following the date of this announcement and Bidco confirms that further disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code will be made as soon as possible, if required. |
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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 3 for each additional class of relevant security.
Details of any open derivative or option positions, 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: If there are no such agreements, arrangements or understandings, state “none” |
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NONE |
(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 |
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Date of disclosure: |
15 October 2014 |
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Contact name: |
Rhonda Meyer |
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Telephone number: |
+1 858 651 2424 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
SOURCE Qualcomm Incorporated
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