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Irish Residential Properties REIT plc (IRES)
Form 8 (OPD) - Irish Residential Properties REIT plc
19-Jan-2024 / 17:45 GMT/BST
FORM 8.1(a) & (b)
(Opening Position Disclosure)
IRISH TAKEOVER PANEL
OPENING POSITION DISCLOSURE UNDER RULE 8.1(a) AND (b) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 BY AN OFFEROR OR AN OFFEREE
1. KEY INFORMATION
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(a) Full name of discloser:
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Irish Residential Properties REIT plc
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(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.
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N/A
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree
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Irish Residential Properties REIT plc
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(d) Is the discloser the offeror or the offeree?
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Offeree
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(e) Date position held:
The latest practicable date prior to the disclosure
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18 January 2024
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(f) In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state “N/A”
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No
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2. INTERESTS AND SHORT POSITIONS
If there are interests and positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.
Ap10
Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates (Note 1)
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Class of relevant security: (Note 2)
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Interests
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Short positions
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Number
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%
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Number
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%
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(1) Relevant securities owned and/or controlled:
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NIL
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-
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NIL
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-
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(2) Cash-settled derivatives:
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NIL
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-
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NIL
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-
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(3) Stock-settled derivatives (including options) and agreements to purchase/ sell:
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NIL
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-
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NIL
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-
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Total:
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NIL
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-
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NIL
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-
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All interests and all short positions should be disclosed.
Details of options including rights to subscribe for new securities and 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.
3. INTERESTS AND SHORT POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY MAKING THE DISCLOSURE
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Details of any interests and short positions (including directors’ and other employee options) of any person acting in concert with the party making the disclosure:
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a) Interests held by directors of the Offeree, their close relatives and related trusts in the ordinary shares of €0.10 each in the capital of the Offeree ("Ordinary Shares")
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Director
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Number of Ordinary Shares held
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Percentage of total issued Ordinary Shares
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Declan Moylan
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150,000
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0.03%
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Margaret Sweeney
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512,254
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0.1%
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Brian Fagan
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166,737
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0.03%
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Hugh Scott-Barrett
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40,000
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0.01%
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Joan Garahy
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34,850
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0.01%
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Philip Burns
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-
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-
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Stefanie Frensch
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30,000
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0.01%
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Tom Kavanagh
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81,129
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0.02%
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Denise Turner
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41,666
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0.01%
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b) Directors’ options to subscribe for Ordinary Shares granted under the IRES Long Term Incentive Plan
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Director
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Award Date
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No. of Ordinary Shares Under Option
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Exercise Price per Share (€)
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Vesting Date of Options (from)
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Expiry Date
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Margaret Sweeney
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18-Jun-19
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1,302,461
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1.71
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18-Jun-20
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17-Jun-26
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Margaret Sweeney
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10-Jul-19
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1,294,038
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1.682
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10-Jul-20
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9-Jul-26
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Margaret Sweeney
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16-Nov-17
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2,000,000
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1.489
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16-Nov-18
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15-Nov-24
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c) Directors’ conditional performance-based share awards granted under the IRES Long Term Incentive Plan
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Director
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Award Date
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No. of Ordinary Shares
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Vesting Date (from)
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Margaret Sweeney
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05-Mar-21
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335,820
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05-Mar-24
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Margaret Sweeney
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23-Feb-22
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430,369
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23-Feb-25
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Margaret Sweeney
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15-Mar-23
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750,000
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15-Mar-26
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Brian Fagan
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05-Aug-21
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196,203
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05-Aug-24
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Brian Fagan
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25-Feb-22
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221,476
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25-Feb-25
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Brian Fagan
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15-Mar-23
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358,586
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15-Mar-26
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d) Interests and short positions held by J&E Davy, presumed concert party of the Offeree
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Class of relevant security: Ordinary Shares
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Interests
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Short positions
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Number
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%
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Number
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%
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(1) Relevant securities owned and/or controlled:
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67,940*
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0.01%
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Nil
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-
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(2) Cash-settled derivatives:
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Nil
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-
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Nil
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-
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(3) Stock-settled derivatives (including options) and agreements to purchase/ sell:
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Nil
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-
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Nil
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-
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Total:
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67,940*
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0.01%
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Nil
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-
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* Held on behalf of discretionary investment clients
e) Interests and short positions held by Barclays Capital Securities Ltd, presumed concert party of the Offeree
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Class of relevant security: Ordinary Shares
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Interests
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Short positions
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Number
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%
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Number
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%
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(1) Relevant securities owned and/or controlled:
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3,960,329
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0.75
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810,363
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0.15
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(2) Cash-settled derivatives:
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793,557
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0.15
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3,876,063
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0.73
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(3) Stock-settled derivatives (including options) and agreements to purchase/ sell:
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Nil
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-
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Nil
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-
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Total:
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4,753,886
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0.90
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4,686,426
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0.88
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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.
Ap11
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
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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:
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Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”
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None
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(b) Agreements, arrangements or understandings relating to options or derivatives
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Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.
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None
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(c) Attachments
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Is a Supplemental Form 8 attached?
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YES/NO
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No
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Date of disclosure:
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19 January 2024
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Contact name:
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Anna-Marie Curry
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Telephone number:
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+353 (0)1 5634012
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Public disclosures under Rule 8.1 of the Rules must be made to a Regulatory Information Service.
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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