PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
SAN DIEGO, Oct. 16, 2014 -- Rules 8.1 and 8.2 of the Takeover Code (the "Code")
FORM 8 (OPD)
1. KEY INFORMATION
(a) Identity of the party to the offer Qualcomm Global Trading Pte. Ltd.
making the disclosure: ("Bidco") a wholly-owned subsidiary
of Qualcomm Incorporated.
(b) Owner or controller of interests and
short positions disclosed, if different
from 1(a):
The naming of nominee or vehicle companies
is insufficient
(c) Name of offeror/offeree in relation to
whose relevant securities this form
relates: CSR plc ("CSR")
Use a separate form for each party to the
offer
(d) Is the party to the offer making the OFFEROR
disclosure the offeror or the offeree?
(e) Date position held: 15 October 2014
(f) Has the party previously disclosed, or
is it today disclosing, under the Code in NO
respect of any other party to this offer?
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the
offeror or offeree to which the disclosure relates
Class of relevant security:
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: Nil 0 Nil 0
(2) Derivatives (other than options): Nil 0 Nil 0
(3) Options and agreements to purchase/sell: Nil 0 Nil 0
TOTAL: Nil 0 Nil 0
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase
or sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: NONE
Details, including nature of the rights concerned and relevant NONE
percentages:
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.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the
party to the offer making the disclosure or any person acting in concert with
it (see Note 3 on Rule 2.11 of the Code):
The following irrevocable commitments have been received in relation to the
scheme of arrangement proposed to be made under Part 26 of the Companies 2006
(the "Scheme"):
CSR Director Number of CSR Percentage of existing issued share capital as at
Shares 14 October 2014
Joep van 324,173 0.20%
Beurden
Ron 112,115 0.07%
Mackintosh
Will 292,702 0.18%
Gardiner
Chris Ladas 82,341 0.05%
Anthony 19,000 0.01%
Carlisle
Teresa Vega 3,000 0.00%
Levy 31,840 0.02%
Gerzberg
Chris Stone 12,286 0.01%
Walker Boyd 7,000 0.00%
These undertakings will remain binding in the event that a higher competing
offer for CSR is made and will cease to be binding only if (i) the Scheme
Document is not posted within 28 days after the date of this announcement (or
such longer period as Bidco and CSR may agree, with the consent of the Takeover
Panel) (ii) the Scheme lapses or is withdrawn in accordance with its terms or
(iii) the Scheme has not become effective by 31 December 2014
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING
THE DISCLOSURE
Details of any interests, short positions and rights to subscribe of any person
acting in concert with the party to the offer making the disclosure:
Person Interests Short positions
Number % Number %
Financial Adviser to Bidco
Deutsche Bank AG NIL 0 NIL 0
In the interests of secrecy prior to releasing this announcement, it has not
been practicable for Bidco to have made any enquiries of certain parties who
may be deemed by the Panel to be acting in concert with Bidco. Enquiries of
such parties will be made as soon as practicable following the date of this
announcement and Bidco confirms that further disclosure in accordance with Rule
8.1(a) and Note 2(a)(i) on Rule 8 of the Code will be made as soon as possible,
if required.
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 3 for each additional class of relevant security.
Details of any open derivative or option positions, or agreements to purchase
or sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
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 party to the
offer making the disclosure or any person acting in concert with it:
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 party to the offer making the disclosure, or any person acting in
concert with it, 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
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 15 October 2014
Contact name: Rhonda Meyer
Telephone number: +1-858-651-2424
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 dealing disclosure
requirements on +44-(0)20-7638-0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
SOURCE Qualcomm Incorporated; CSR
