Westchester Capital Management UK Regulatory Announcement: Form 8.3 – Dialog Semiconductor plc


LONDON–(BUSINESS WIRE) –

FORM 8.3

DISCLOSURE OF PUBLIC OPENING POSITION / DISCLOSURE OF MANAGEMENT BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the OPA Code (the “Code”)

1. KEY INFORMATION

(a) Full name of the discloser:

Westchester Capital Management, LLC / Westchester Capital Partners, LLC

(b) Owner or controller of the disclosed interests and short positions, if different from 1 (a):

The name of the candidate or of the vehicle companies is insufficient. For a trust, the trustee (s), settlor and beneficiaries must be named.

(vs) Name of the offeror / recipient in relation to the titles concerned to which this form relates:

Use a separate form for each offeror / offeree

Dialog Semiconductor plc

(re) If an exempt fund manager is linked to an offeror / offeree, indicate it and specify the identity of the offeror / offeree:

(e) Date of position occupied / negotiation carried out:

For an open position disclosure, indicate the last practicable date before the disclosure.

May 18, 2021

(F) In addition to the company mentioned in 1 (c) above, does the discloser make any disclosures regarding any other party to the offer?

If it is a cash offer or a possible cash offer, indicate “N / A”

N / A

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to be subscribed to disclose in more than one relevant category of securities of the offeror or recipient named in 1 (c), copy table 2 (a) or (b) (depending on the case) for each additional Security category.

(a) Interests and short positions in the relevant securities of the offeror or recipient to which the disclosure relates after the trade (if applicable)

Relevant safety class:

Ordinary 5P

Interests

Short positions

Number

%

Number

%

(1) Relevant securities held and / or controlled:

(2) Derivatives settled in cash:

2,055,643

2.68

(3) Equity-settled derivatives (including options) and buy / sell agreements:

TOTAL:

2,055,643

2.68

All interest and short positions must be disclosed.

Details of all open derivative positions settled in equities (including traded options) or relevant securities buy or sell agreements should be provided on an additional Form 8 (Open Positions).

(b) Subscription rights to new securities (including options of directors and other employees)

Relevant security class in relation to which a subscription right exists:

Details, including the nature of the rights concerned and the relevant percentages:

3. ACTIONS (IF APPLICABLE) OF THE DISCLOSING PERSON

When there have been trades in more than one relevant class of originator or recipient named in point 1 (c), copy table 3 (a), (b), (c) or (d ) (as the case may be) for each class of securities concerned processed.

The currency of all prices and other monetary amounts must be indicated.

(a) Purchases and sales

Relevant safety class

Buy Sell

Number of titles

Price per unit

(b) Cash-settled derivative transactions

Relevant safety class

Product Description

eg CFD

Nature of the transaction

For example, open / close a long / short position, increase / decrease a long / short position

Number of benchmark titles

Price per unit

Ordinary actions

CFD

Increase long

53,167

64.9005 EUR

(vs) Equity-settled derivative transactions (including options)

(I) Write, sell, buy or vary

Relevant safety class

Product Description for example, call option

Writing, buying, selling, variation, etc.

Number of securities to which the option relates

Strike price per unit

Type

for example American, European, etc.

Expiration date

Optional money paid / received per unit

(ii) Exercise

Relevant safety class

Product Description

for example, call option

Exercise / exercised against

Number of titles

Strike price per unit

(re) Other transactions (including subscription to new securities)

Relevant safety class

Nature of the transaction

e.g. subscription, conversion

Details

Unit price (if applicable)

4. OTHER INFORMATION

(a) Compensation and other negotiation arrangements

Details of any indemnity or option agreement, or any agreement or arrangement, formal or informal, relating to the relevant securities which may be an inducement to trade or refrain from trading 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 agreements, indicate “none”

nothing

(b) Agreements, arrangements or agreements 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 regarding:

(I) the voting rights of any security concerned under any option; or

(ii) voting rights or the future acquisition or disposal of any relevant security to which a derivative is referenced:

If there are no such agreements, arrangements or agreements, indicate “none”

nothing

(vs) Attachments

Is an additional form 8 (Open positions) attached?

no

Date of disclosure:

May 18, 2021

Contact Name:

Michael bauco

Phone number:

914 741 5600

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 regarding 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.

Category code: RET

Sequence number: 737466

Reception time (offset from UTC): 20210518T212645 + 0100

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