Form 8.3 - Quanex Building Products Corporation
July 18 2024 - 8:22AM
UK Regulatory
Form 8.3 - Quanex Building Products Corporation
FORM 8.3
PUBLIC OPENING POSITION
DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING
1% OR MORE
Rule 8.3 of the Takeover Code (the “Code”)
1. KEY
INFORMATION
(a) Full name of discloser: |
Sculptor Capital LP and
Sculptor Capital Management Europe 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. |
|
(c) Name of offeror/offeree in relation to whose relevant
securities this form relates:
Use a separate form for each
offeror/offeree |
Quanex Building Products Corporation |
(d) If an exempt fund manager connected with an
offeror/offeree, state this and specify identity of
offeror/offeree: |
|
(e) Date position held/dealing undertaken:
For an opening position disclosure,
state the latest practicable date prior to the disclosure |
16 July 2024 |
(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, Tyman plc |
2.
POSITIONS OF THE PERSON 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 following the dealing (if
any)
Class of relevant security:
|
Common Stock (US7476191041) |
|
Interests |
Short positions |
|
Number |
% |
Number |
% |
(1) Relevant securities owned and/or
controlled: |
|
|
|
|
(2) Cash-settled derivatives:
|
|
|
11,430 |
0.03 |
(3) Stock-settled derivatives (including options) and
agreements to purchase/sell: |
|
|
|
|
TOTAL: |
|
|
11,430 |
0.03 |
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).
(b) Rights to
subscribe for new securities (including directors’ and other
employee options)
Class of relevant security in relation to which
subscription right exists: |
|
Details, including nature of the rights concerned and
relevant percentages: |
|
3. DEALINGS
(IF ANY) BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than
one class of relevant securities of the offeror or offeree named in
1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each
additional class of relevant security dealt in.
The currency of all prices and other
monetary amounts should be stated.
(a) Purchases and
sales
Class of relevant security |
Purchase/sale
|
Number of securities |
Price per unit |
|
|
|
|
|
|
|
|
(b) Cash-settled
derivative transactions
Class of relevant security |
Product description
e.g. CFD |
Nature of dealing
e.g. opening/closing a long/short position, increasing/reducing
a long/short position |
Number of reference securities |
Price per unit |
Common stock |
CFD |
Opening a short position |
11,430 |
USD 30.1 |
(c) Stock-settled
derivative transactions (including options)
(i)
Writing, selling, purchasing or varying
Class of relevant security |
Product description e.g. call option |
Writing, purchasing, selling, varying etc. |
Number of securities to which option relates |
Exercise price per unit |
Type
e.g. American, European etc. |
Expiry date |
Option money paid/ received per unit |
|
|
|
|
|
|
|
|
(ii)
Exercise
Class of relevant security |
Product description
e.g. call option |
Exercising/ exercised against |
Number of securities |
Exercise price per unit |
|
|
|
|
|
(d) Other
dealings (including subscribing for new securities)
Class of relevant security |
Nature of dealing
e.g. subscription, conversion |
Details |
Price per unit (if applicable) |
|
|
|
|
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 person making the disclosure and
any party to the offer or any person acting in concert with a party
to the offer:
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 person making the disclosure 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
Is a Supplemental Form 8 (Open Positions)
attached? |
NO |
Date of disclosure: |
18 July 2024 |
Contact name: |
Sculptor UK Compliance
uk_compliance@sculptor.com |
Telephone number*: |
020 7758 4478 |
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.
*If the discloser is a natural person, a
telephone number does not need to be included, provided contact
information has been provided to the Panel’s Market Surveillance
Unit.
The Code can be viewed on the Panel’s
website at www.thetakeoverpanel.org.uk.