Form 8.3 – The Vanguard Group, Inc.: Tate & Lyle plc

This article summarizes a Public Opening Position Disclosure/Dealing Disclosure made under Rule 8.3 of the Takeover Code in relation to Tate & Lyle plc by The Vanguard Group, Inc. Rule 8.3 applies to persons with interests in relevant securities representing 1% or more and is intended to promote transparency during an offer period. The information below outlines the structure and content typically required in such a disclosure.

1. Key Information

• Discloser: The Vanguard Group, Inc.
• Relevant company: Tate & Lyle plc (offeree/offeror as applicable)
• Regulatory basis: Rule 8.3 of the Takeover Code
• Scope: Interests and short positions in relevant securities of Tate & Lyle plc, including any rights to subscribe and derivative positions
• Currency: All prices and monetary amounts should be stated in the relevant currency used for the dealings

2. Positions of the Person Making the Disclosure

This section sets out the discloser’s positions in the relevant securities of Tate & Lyle plc. Where there is more than one class of relevant security, details for each class should be provided separately.

(a) Interests and short positions

• Long interests in relevant securities, including:
  • Holdings of ordinary shares or other relevant securities
  • Long positions under derivatives (such as options or contracts for difference)
• Short positions in relevant securities, including:
  • Short share positions
  • Short derivative positions
• Any open stock-settled derivative positions or agreements to purchase or sell relevant securities should also be set out in detail on a Supplemental Form 8 (Open Positions), if applicable.

(b) Rights to subscribe for new securities

• Any rights to subscribe for new securities, including options held by directors, employees, or related parties, should be disclosed with sufficient detail to describe the nature, number, and terms of those rights.

3. Dealings (if any) by the Person Making the Disclosure

If there have been dealings in relevant securities of Tate & Lyle plc, each class of security dealt in should be disclosed separately. The following categories may apply:

(a) Purchases and sales

• For each transaction, disclose the date, number of securities, price per unit, and currency.

(b) Cash-settled derivative transactions

• Provide details of any cash-settled derivatives relating to relevant securities, including the nature of the instrument, key terms, date, and economic exposure created or closed.

(c) Stock-settled derivative transactions (including options)

• Writing, selling, purchasing, or varying: State the type of option or derivative, number of reference securities, exercise/strike price, expiry date, and terms.
• Exercise: Disclose the exercise date, number of securities delivered or received, and the consideration (if any).

(d) Other dealings

• Include any other relevant dealings, such as subscriptions for new securities, conversions, or transfers not covered above, with full transactional details.

4. Other Information

(a) Indemnity and other dealing arrangements

• Disclose any indemnities or arrangements relating to relevant securities that might encourage or influence dealings.

(b) Agreements, arrangements, or understandings relating to options or derivatives

• Provide details of any agreements or understandings with respect to options or derivatives over relevant securities, including parties involved and key terms.

(c) Attachments

• Include any supplemental schedules required for open positions or complex derivatives where appropriate.

Disclosure and Reporting Notes

• Public disclosures under Rule 8 must be made to a Regulatory Information Service.
• If positions or dealings exist in more than one class of relevant securities of Tate & Lyle plc, provide separate disclosures for each class.
• All interests and all short positions should be fully disclosed. Where necessary, provide a Supplemental Form 8 (Open Positions) to capture stock-settled derivatives or agreements to purchase/sell.
• Prices, volumes, dates, and currencies should be clearly stated for every disclosed transaction.

Summary

This Form 8.3 disclosure relates to The Vanguard Group, Inc. in respect of Tate & Lyle plc and is made pursuant to Rule 8.3 of the Takeover Code. It covers current positions in relevant securities, rights to subscribe, derivative exposures, and any dealings undertaken. The structured sections above ensure that market participants receive clear, timely, and complete information during an offer period, supporting fair and orderly markets.