Halper Sadeh Llc Encourages Gifi, Avdl, Jamf, Cde Shareholders To Contact The Firm To Discuss Their Rights

FORM 8.3

IRISH TAKEOVER PANEL

OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER

RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

1.             KEY INFORMATION

2.             INTERESTS AND SHORT POSITIONS

If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.

Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

(Note 2)

All interests and all short positions should be disclosed.

Details of options including rights to subscribe for new securities and 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.

3.             DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4)

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

(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

  (Note 6)

• Price

  per unit

  (Note 5)

(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 (Note 6)

• 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 (Note 5)

(d)           Other dealings (including transactions in respect of new securities) (Note 3)

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"

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

Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.

(c)           Attachments

• Is a Supplemental Form 8 attached?

• NO

Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service.

NOTES ON FORM 8.3

1.             See the definition of "connected fund manager" in Rule 2.2 of Part A of the Rules.

2.             See the definition of "interest in a relevant security" in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules.

3.             See the definition of "relevant securities" in Rule 2.1 of Part A of the Rules.

4.             See the definition of "dealing" in Rule 2.1 of Part A of the Rules.

5.             If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given.

6.             See Rule 2.5(d) of Part A of the Rules.

7.             If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.

For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.

References in these notes to "the Rules" are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.  END  ITPPKQBBKBDDDBK

FORM 8.3

IRISH TAKEOVER PANEL

OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER

RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

1.             KEY INFORMATION

2.             INTERESTS AND SHORT POSITIONS

If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.

Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

(Note 2)

All interests and all short positions should be disclosed.

Details of options including rights to subscribe for new securities and 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.

3.             DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4)

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

(b)           Cash-settled derivative transactions

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

(i)            Writing, selling, purchasing or varying

(ii)           Exercise

(d)           Other dealings (including transactions in respect of new securities) (Note 3)

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"

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

Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.

(c)           Attachments

• Is a Supplemental Form 8 attached?

• No

Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.  END  ITPLZLFBELLFFBV

FORM 38.5(b)

IRISH TAKEOVER PANEL

DISCLOSURE UNDER RULE 38.5(b) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2013

DEALINGS BY CONNECTED EXEMPT PRINCIPAL TRADERS WITHOUT RECOGNISED INTERMEDIARY STATUS, OR WITH RECOGNISED INTERMEDIARY STATUS BUT NOT DEALING IN A CLIENT-SERVING CAPACITY

1. KEY INFORMATION

2. INTERESTS AND SHORT POSITIONS

(a) Interests and short positions (following dealing) in the class of relevant security dealt in  (Note 2)

(b) Interests and short positions in relevant securities of the company, other than the class dealt in  (Note 2)

3.    DEALINGS (Note 3)

(a) Purchases and sales

(b) Derivatives transactions (other than options transactions)

(c) Options transactions in respect of existing relevant securities

(i) Writing, selling, purchasing or varying

• Product name,e.g. call option

• Writing, selling,  purchasing, varying etc.

• Number of securities to which the option relates  (Note 7)

• Exercise price

• Type, e.g. American, European etc.

• Expiry date

• Option money paid/received per unit  (Note 4)

(ii)            Exercising

• Product name,e.g. call option

• Number of securities

• Exercise price per unit  (Note 4)

(d)            Other dealings (including transactions in respect of new securities)  (Note 3)

• Nature of transaction  (Note 7)

• Details

• Price per unit (if applicable)  (Note 4)

4. OTHER INFORMATION

Agreements, arrangements or understandings relating to options or derivatives

• Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced.  If none, this should be stated. 

• NONE

Is a Supplemental Form 8 attached? (Note 9)        YES

SUPPLEMENTAL FORM 38.5(b)

IRISH TAKEOVER PANEL

DISCLOSURE UNDER RULE 38.5(b) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2013

DETAILS OF OPEN POSITIONS

OPEN POSITIONS (Note 1)

Notes

1. Where there are open option positions or open derivative positions (except for CFDs), full details should be given. Full details of any existing agreements to purchase or to sell must also be given on this form.

2. For all prices and other monetary amounts, the currency must be stated.

For full details of disclosure requirements, see Rules 8 and 38.5 of the Rules. If in doubt, consult the Panel.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.  END  ITPUPGQAPUPAGGC

FORM 38.5(b)

IRISH TAKEOVER PANEL

DISCLOSURE UNDER RULE 38.5(b) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2013

DEALINGS BY CONNECTED EXEMPT PRINCIPAL TRADERS WITHOUT RECOGNISED INTERMEDIARY STATUS, OR WITH RECOGNISED INTERMEDIARY STATUS BUT NOT DEALING IN A CLIENT-SERVING CAPACITY

1. KEY INFORMATION

2. INTERESTS AND SHORT POSITIONS

(a) Interests and short positions (following dealing) in the class of relevant security dealt in  (Note 2)

(b) Interests and short positions in relevant securities of the company, other than the class dealt in  (Note 2)

3.    DEALINGS (Note 3)

(a) Purchases and sales

(b) Derivatives transactions (other than options transactions)

• Product name, e.g. CFD

• Nature of transaction  (Note 5)

• Number of relevant securities  (Note 6)

• Price per unit  (Note 4)

(c) Options transactions in respect of existing relevant securities

(i) Writing, selling, purchasing or varying

• Product name,e.g. call option

• Writing, selling,  purchasing, varying etc.

• Number of securities to which the option relates  (Note 7)

• Exercise price

• Type, e.g. American, European etc.

• Expiry date

• Option money paid/received per unit  (Note 4)

(ii)            Exercising

• Product name,e.g. call option

• Number of securities

• Exercise price per unit  (Note 4)

(d)            Other dealings (including transactions in respect of new securities)  (Note 3)

• Nature of transaction  (Note 7)

• Details

• Price per unit (if applicable)  (Note 4)

4. OTHER INFORMATION

Agreements, arrangements or understandings relating to options or derivatives

• Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced.  If none, this should be stated. 

• NONE

Is a Supplemental Form 8 attached? (Note 9)        NO

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.  END  ITPUPGMAPUPAGGC

Ap27

FORM 8.3

IRISH TAKEOVER PANEL

OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER

RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

1.             KEY INFORMATION

2.             INTERESTS AND SHORT POSITIONS

If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.

Ap28

Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

(Note 2)

*Janus Henderson Group Plc does not have discretion regarding voting decisions in respect 69,093 shares that are included in the total above.

All interests and all short positions should be disclosed.

Details of options including rights to subscribe for new securities and 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.

3.             DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4)

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

Ap29

(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

  (Note 6)

• Price

  per unit

  (Note 5)

(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

  (Note 6)

• 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

  (Note 5)

(d)           Other dealings (including transactions in respect of new securities) (Note 3)

• Class of

  relevant

  security

• Nature of dealing

  e.g. subscription,

  conversion, exercise

• Details

• Price per unit (if

  applicable)

  (Note 5)

Ap30

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

• Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.

• None

(c)           Attachments

• Is a Supplemental Form 8 attached?

• No

Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service.

Ap31

NOTES ON FORM 8.3

1.             See the definition of "connected fund manager" in Rule 2.2 of Part A of the Rules.

2.             See the definition of "interest in a relevant security" in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules.

3.             See the definition of "relevant securities" in Rule 2.1 of Part A of the Rules.

4.             See the definition of "dealing" in Rule 2.1 of Part A of the Rules.

5.             If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given.

6.             See Rule 2.5(d) of Part A of the Rules.

7.             If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.

For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.

References in these notes to "the Rules" are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.  END  ITPKZMGZMDVGKZM