1. KEY INFORMATION
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(a) Full name of discloser:
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Dialog Semiconductor 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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(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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Dialog Semiconductor 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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12 February 2021
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(f) In addition to the company in 1(c) above, is the discloser 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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N/A
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2. POSITIONS OF THE PARTY TO THE OFFER 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
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Class of relevant security:
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10 pence 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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Nil
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0
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Nil
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0
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(2) Cash-settled derivatives:
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Nil
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0
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Nil
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0
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(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
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Nil
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0
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Nil
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0
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TOTAL:
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Nil
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0
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Nil
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0
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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).
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
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Class of relevant security in relation to which subscription right exists:
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None
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Details, including nature of the rights concerned and relevant percentages:
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None
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3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:
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3(a) Shares held by directors of Dialog Semiconductor Plc
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Director
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Number of Dialog Semiconductor Plc shares
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Percentage of existing Dialog Semiconductor Plc issued share capital (71,268,687)
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Jalal Bagherli
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584,615[1]
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0.820%
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Richard Beyer
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19,358
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0.027%
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Alan Campbell
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14,492
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0.020%
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Michael Cannon
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14,662
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0.021%
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Mary Chan
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12,674
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0.018%
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Joanne Curin
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2,350
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0.003%
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Nicholas Jeffery
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8,511
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0.012%
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Eamonn O'Hare
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15,665
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0.022%
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3(b) Directors' rights to subscribe to Dialog Semiconductor Plc shares
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Director
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Plan
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Number of Dialog Semiconductor shares
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Grant Date
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Vesting Date
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Expiry date
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Exercise Price (Euros)
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Jalal Bagherli
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Deferred Bonus Plan
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29,913
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12 February 2015
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12 February 2018
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12 February 2022
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0.01
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Jalal Bagherli
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LTIP Performance Vesting
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43,001
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3 March 2016
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1 March 2019
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3 March 2026
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0.15
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Jalal Bagherli
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Deferred Bonus Plan
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11,772
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3 March 2016
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3 March 2019
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3 March 2023
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0.01
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Jalal Bagherli
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Deferred Bonus Plan
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6,514
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5 March 2018
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5 March 2021
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5 March 2025
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0.01
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Jalal Bagherli
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LTIP Performance Vesting
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185,550
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5 March 2018
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5 March 2021
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5 March 2028
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0.15
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Jalal Bagherli
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Deferred Bonus Plan
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3,291
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8 March 2019
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8 March 2022
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8 March 2026
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0.01
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Jalal Bagherli
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LTIP Performance Vesting
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177,126
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8 March 2019
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8 March 2022
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8 March 2029
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0.15
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Jalal Bagherli
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LTIP Performance Vesting
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73,254
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13 May 2019
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13 May 2022
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13 May 2029
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0.15
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Jalal Bagherli
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Deferred Bonus Plan
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20,504
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6 March 2020
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6 March 2023
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6 March 2027
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0.01
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Jalal Bagherli
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LTIP Performance Vesting
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189,203
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6 March 2020
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6 March 2023
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6 March 2030
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0.15
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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 (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
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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:
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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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"
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None
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(c) Attachments
Are any Supplemental Forms attached?
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Supplemental Form 8 (Open Positions)
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NO
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Supplemental Form 8 (SBL)
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NO
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Date of disclosure:
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15 February 2021
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Contact name:
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Colin Sturt, General Counsel /
Tim Anderson, Company Secretary
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Telephone number:
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+44 1793 756 773 /
+44 20 3060 6845
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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.
