LONDON STOCK EXCHANGE PLC
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: HGC Arbitrage Fund LP
(b) Owner or controller of interests and short positions disclosed, if HGC Investment Management Inc.
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 in relation to whose relevant securities this form relates: Sandstorm Gold Ltd
Use a separate form for each offeror
(d) If an exempt fund manager connected with an offeror, state this and specify
identity of offeror:
(e) Date position held/dealing undertaken: May-25-2017
For an opening position disclosure, state the latest practicable date
prior to the disclosure
(f) In addition to the company in 1(c) above, is the discloser making N/A
disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
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: 1,761,336 1.159
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/
sell:
TOTAL 1,761,336 1.159
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 18,000 $4.61 CAD
Sale
(b) Cash-settled derivative transactions
Class of relevant security Product description Nature of dealing Number of reference securities Price per unit
e.g. CFD e.g. opening/closing a long/short position, increasing/
reducing a long/short position
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant Product description e.g. Writing, purchasing, selling, Number of securities to Exercise price per Type Expiry date Option money paid/
security call option varying etc. which option relates unit e.g. American, received per unit
European etc.
(ii) Exercise
Class of relevant security Product description Exercising/ exercised against Number of securities Exercise price per unit
e.g. call option
(d) Other dealings (including subscribing for new securities)
Class of relevant security Nature of dealing Details Price per unit (if applicable)
e.g. subscription, conversion
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? NO
Date of disclosure: May-26-2017
Contact name: Osie Ukwuoma
Telephone number: +1 647 776 2194
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 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 .
London Stock Exchange : HGC Arbitrage Fund LP - Form 8.3 - Sandstorm Gold Ltd
May 26, 2017 at 10:52 am EDT
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