Form 6-K CSR PLC For: Dec 10
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2014.
Commission File Number: 001-35265
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CSR plc
(Translation of registrant�s name into English)
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Churchill House
Cambridge Business Park
Cowley Road
Cambridge CB4 0WZ
United Kingdom
Tel: +44 (0)�1223 692000
(Address of principal executive office)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ��x������������Form 40-F ���
Indicate by checkmark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(l):���
Indicate by checkmark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):���
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ���������������No ��x
If �Yes� is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not Applicable
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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� | � | � | ������CSR plc | |||
� | � | � | ����(Registrant) | |||
Date: December�10, 2014 | � | � | By: | � | /s/ Brett Gladden | |
� | � | � | Brett Gladden Company Secretary |
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
10�December 2014
CSR plc (�CSR�)
Disclosure of Issued Shares Pursuant to Rule 2.10
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the �Code�), CSR confirms that, as at the date of this announcement, it has 185,933,633 ordinary shares of 0.1 pence admitted to trading on the main market of the London Stock Exchange under the International Securities Identification Number (�ISIN�) GB0034147388. 19,855,906 shares are held in Treasury.
CSR has an American Depositary Receipts (�ADR�) programme for which JPMorgan Chase acts as Depositary. 1 ADR represents 4 ordinary shares of CSR. The ADRs trade on the NASDAQ Global Select Market of NASDAQ Stock Market LLC. The trading symbol for these securities is CSRE and the ISIN is US12640Y2054.
The total number of shares attracting voting rights in CSR is therefore 166,077,727. This figure may be used by shareholders to determine the percentage of issued share capital they hold in CSR.
Enquiries:
CSR: Will Gardiner, Chief Financial Officer +44 (0)�1223 692 000
FTI Consulting: Charlie Palmer +44 (0)�20 3727 1000
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
10�December 2014
CSR plc (�CSR�)
Director Dealings update
CSR Chairman Ron Mackintosh yesterday sold 6,115 of his CSR shares, of the total 12,115 shares in which he may deal, as disclosed in the Scheme of Arrangement document dated 12�November 2014. The sale by Mr.�Mackintosh was to raise funds for personal financial reasons. Following the sale, Mr.�Mackintosh holds 106,000 CSR shares.
Enquiries:
CSR: Will Gardiner, Chief Financial Officer +44 (0)�1223 692 000
FTI Consulting: Charlie Palmer +44 (0)�20 3727 1000
10�December 2014
CSR plc
(the �Company�)
Director Dealing
Announcement of the sale of ordinary shares in the Company
The Company announces that on Tuesday 9�December 2014, Mr Ron Mackintosh, Chairman, sold 6,115 ordinary shares in the Company at a price of �8.456574�per ordinary share. Following the transaction, Mr Mackintosh�s total holding in the Company is 106,000 ordinary shares. A separate announcement concerning the transaction in accordance with Rule 8 of the Takeover Code has been issued.
Ends
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN
CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY
INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the �Code�)
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1. | KEY INFORMATION |
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(a)����Identity of the party to the offer or person acting in concert making the disclosure: |
�� | Ron Mackintosh |
(b)����Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient |
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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 |
�� | CSR plc |
(d)����Status of person making the disclosure: e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree) |
�� | Person acting in concert with Offeree |
(e)����Date dealing undertaken: |
�� | 9 December 2014 |
(f)�����Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? |
�� | NO |
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2. | POSITIONS OF THE PERSON MAKING THE DISCLOSURE |
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(a) | Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing |
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Class of relevant security: | �� | � | ||||||||||
� | �� | Interests | � | �� | Short�positions | |||||||
�� | Number | � | �� | % | � | �� | Number | �� | % | |||
(1)����Relevant securities owned and/or controlled: |
�� | � | 106,000 | �� | �� | � | 0.06 | �� | �� | �� | ||
(2)����Derivatives (other than options): |
�� | �� | �� | �� | ||||||||
(3)����Options and agreements to purchase/sell: |
�� | �� | �� | �� | ||||||||
TOTAL: |
�� | � | 106,000 | �� | �� | � | 0.06 | �� | �� | �� |
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 (including directors� and other executive options) |
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Class of relevant security in relation to which subscription right exists: |
�� | N/A |
Details, including nature of the rights concerned and relevant percentages: |
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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.
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3. | DEALINGS BY THE PERSON MAKING THE DISCLOSURE |
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(a) | Purchases and sales |
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Class of relevant security |
�� | Purchase/sale | � | �� | Number�of securities |
� | �� | Price�per�unit | � | |||
Ordinary Shares |
�� | � | Sale | �� | �� | � | 6,115 | �� | �� | � | 8.456574 | �� |
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(b) | Derivatives transactions (other than options) |
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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 |
N/A |
�� | N/A | �� | N/A | �� | N/A | �� | N/A |
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(c) | Options transactions in respect of existing securities |
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(i) | Writing, selling, purchasing or varying |
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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 |
N/A |
�� | N/A | �� | N/A | �� | N/A | �� | N/A | �� | N/A | �� | N/A | �� | N/A |
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(ii) | Exercising |
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Class of relevant security |
�� | Product�description e.g. call option |
�� | Number�of securities |
�� | Exercise�price per unit |
N/A |
�� | N/A | �� | N/A | �� | N/A |
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(d) | Other dealings (including subscribing for new securities) |
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Class of relevant security |
�� | Nature�of�dealing e.g. subscription, conversion |
�� | Details | �� | Price�per�unit (if�applicable) |
N/A |
�� | N/A | �� | N/A | �� | N/A |
The currency of all prices and other monetary amounts should be stated.
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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.
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4. | OTHER INFORMATION |
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(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 or person acting in concert making the disclosure and any other person:
If there are no such agreements, arrangements or understandings, state �none�
N/A
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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 party to the offer or person acting in concert making the disclosure and any other person relating to:
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(i) | the voting rights of any relevant securities under any option; or |
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(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�
N/A
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(c) | Attachments |
Are any Supplemental Forms attached?
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Supplemental Form 8 (Open Positions) | �� | NO |
Supplemental Form 8 (SBL) | �� | NO |
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Date of disclosure: | �� | 10�December 2014 |
Contact name: | �� | Brett Gladden |
Telephone number: | �� | 01223 692168 |
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 [email protected]. 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.
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