Form 8.3 - System C Healthcare Plc

Form 8.3 - System C Healthcare Plc

First Eagle Investment Management, LLC

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) Identity of the person whose positions/dealings are being disclosed:	Â	First Eagle Investment Management, LLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):	Â	Â
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:	Â	System C Healthcare Plc
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:	Â	Â
(e) Date position held/dealing undertaken:	Â	March 15, 2011
(f) Has the discloser previously disclosed, or are they today disclosing, under the Code in respect of any other party to this offer?	Â	NO

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(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:	Â	Â
Â	Â	Interests			Â	Short positions
	Â	Number	Â	%	Â	Number	Â	%
(1) Relevant securities owned and/or controlled:	Â	Â	Â	Â	Â	Â	Â	Â
(2) Derivatives (other than options):	Â	7,512,430	Â	6.45	Â	Â	Â	Â
(3) Options and agreements to purchase/sell:	Â	Â	Â	Â	Â	Â	Â	Â
TOTAL:	Â	7,512,430	Â	6.45	Â	Â	Â	Â

(b) Rights to subscribe for new securities (including directors’ and other executive options)

Class of relevant security in relation to which subscription right exists:	Â
Details, including nature of the rights concerned and relevant percentages:	Â

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

(a) Purchases and sales

Class of relevant security	Â	Purchase/sale	Â	Number of securities	Â	Price per unit
Â	Â	Â	Â	Â	Â	Â

(b) Derivatives transactions (other than options)

Class of relevant security	Â	Product description e.g. CFD	Â	Nature of dealing	Â	Number of reference securities	Â	Price per unit
1p ordinary shares	Â	CFD	Â	Increasing a long position	Â	1,322,430	Â	GBP 0.7011
1p ordinary shares	Â	CFD	Â	Increasing a long position	Â	50,000	Â	GBP 0.7011

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Class of relevant security

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Product description e.g. call option

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Writing, purchasing, selling, varying etc.

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Number of securities to which option relates

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Exercise price per unit

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Type e.g. American, European etc.

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Expiry date

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Option money paid/ received per unit

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(ii) Exercising

Class of relevant security	Â	Product description e.g. call option	Â	Number of securities	Â	Exercise price per unit
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(d) Other dealings (including subscribing for new securities)

Class of relevant security	Â	Nature of dealing e.g. subscription, conversion	Â	Details	Â	Price per unit (if applicable)
Â	Â	Â	Â	Â	Â	Â

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:

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(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:

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(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?

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NO

Date of disclosure:	Â	March 15, 2011
Contact name:	Â	Hayley Nelson
Telephone number:	Â	212-698-3363

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 [e-mail]. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on [phone].

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