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Friday, 19 May 2017

MMCAP International Inc. SPC: Form 8.3 - Sandstorm Gold Ltd

     

Published: 15:32 CEST 19-05-2017 /GlobeNewswire /Source: MMCAP International Inc. SPC / : /ISIN:

MMCAP International Inc. SPC: Form 8.3 - Sandstorm Gold Ltd

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:

MMCAP International Inc. SPC

(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

Sandstorm Gold Ltd

(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

18 May 2017

(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"

Mariana Resources Ltd

 

 

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 Shares NPV

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

 

 

 

 

(4,829,127)

(3.18)

(2) Cash-settled derivatives:

 

 

 

 

 

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

 

 

(2,505,200)

(1.65)

 

  TOTAL:

 

 

 

 

 

(7,334,327)

 

(4.83)


 

Class of relevant security:

 

Warrants 3.50 USD Expire 27 Oct 2020

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

 

6,500,000

 

4.10

 

 

(2) Cash-settled derivatives:

 

 

 

 

 

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

 

 

 

 

 

 

  TOTAL:

 

6,500,000

 

4.10

 

 

 

Class of relevant security:

 

Warrants 4.00 CAD Expire 03 Nov 2020

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

 

856,722

 

0.56

 

 

(2) Cash-settled derivatives:

 

 

 

 

 

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

 

 

 

 

 

 

 

  TOTAL:

 

856,722

 

0.56

 

 

 

 

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

 

Common Shares NPV

 

Sold Short

 

13,000

 

4.8601 CAD

 

Common Shares NPV

 

Sold Short

 

26,930

 

4.8512 CAD

 

(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

 

 

 

 

 

 

 

(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?

YES

 

 

Date of disclosure:

19 MAY 2017

Contact name:

HUGH MACLEAN

Telephone number:

001 416 408 2008

 

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 disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.


SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

 

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

 

 

1.         KEY INFORMATION

 

Full name of person making disclosure:

MMCAP International Inc. SPC

Name of offeror/offeree in relation to whose relevant securities the disclosure relates:

Sandstorm Gold Ltd

 

2.         STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

 

Class of relevant security

Product description e.g. call option

Written or purchased

Number of securities to which option or derivative relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Common Shares NPV

Call Option

Written

50,000

3.00 USD

American

 19 Jan 2018

Common Shares NPV

Call Option

Written

1,414,100

4.00 USD

American

 19 Jan 2018

Common Shares NPV

Call Option

Written

48,000

5.00 USD

American

 19 Jan 2018

Common Shares NPV

Call Option

Written

47,200

7.00 USD

American

 19 Jan 2018

Common Shares NPV

Call Option

Written

25,000

4.00 USD

American

 18 Jan 2019

Common Shares NPV

Call Option

Written

869,900

5.00 USD

American

 18 Jan 2019

Common Shares NPV

Call Option

Written

50,000

4.00 USD

American

 16 Jun 2017

Common Shares NPV

Call Option

Written

1,000

5.00 USD

American

 16 Jun 2017

 

3.         AGREEMENTS TO PURCHASE OR SELL ETC.

 

Full details should be given so that the nature of the interest or position can be fully understood:

 

 

 

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

 

The currency of all prices and other monetary amounts should be stated.

 

The Panel's Market Surveillance Unit is available for consultation in relation to 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.

 





This announcement is distributed by Nasdaq Corporate Solutions (One Liberty Plaza, 165 Broadway, New York, NY 10006. Tel: +1 212 401 8700. www.nasdaqomx.com) on behalf of NASDAQ OMX Corporate Solutions clients. Source: MMCAP International Inc. SPC, Admiral Financial Centre, 5th Floor, 90 Fort Street Box 32021 SMB, Grand Cayman KY1-1208, Cayman Islands
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