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26 May 2026 07:00
FORM 8.5 (EPT/RI)
PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY
Rule 8.5 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Name of exempt principal trader: | Morgan Stanley & Co. International plc |
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Schroders plc |
(c) Name of the party to the offer with which exempt principal trader is connected: | Schroders plc |
(d) Date dealing undertaken: | 22 May 2026 |
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state "N/A" | N/A |
2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(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 | Purchases/ sales
| Total number of securities | Highest price per unit paid/received | Lowest price per unit paid/received |
20p ordinary | PURCHASES | 285,330 | 5.8350 GBP | 5.8246 GBP |
20p ordinary | SALES | 1,117,714 | 5.8352 GBP | 5.8250 GBP |
(b) Cash-settled derivative transactions
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 |
20p ordinary | CFD | increasing a long position | 2,088 | 5.8250 GBP |
20p ordinary | CFD | increasing a long position | 91 | 5.8299 GBP |
20p ordinary | CFD | increasing a long position | 1,974 | 5.8309 GBP |
20p ordinary | CFD | increasing a long position | 901 | 5.8309 GBP |
20p ordinary | CFD | increasing a long position | 1,743 | 5.8313 GBP |
20p ordinary | CFD | increasing a long position | 12,688 | 5.8320 GBP |
20p ordinary | CFD | increasing a long position | 12,325 | 5.8350 GBP |
20p ordinary | CFD | increasing a short position | 14,165 | 5.8250 GBP |
20p ordinary | CFD | increasing a short position | 1,865 | 5.8277 GBP |
20p ordinary | CFD | increasing a short position | 259 | 5.8300 GBP |
20p ordinary | CFD | increasing a short position | 9,160 | 5.8335 GBP |
20p ordinary | CFD | increasing a short position | 19,511 | 5.8339 GBP |
20p ordinary | CFD | increasing a short position | 762 | 5.8341 GBP |
20p ordinary | CFD | increasing a short position | 1,928 | 5.8341 GBP |
20p ordinary | CFD | increasing a short position | 3,189 | 5.8341 GBP |
20p ordinary | CFD | increasing a short position | 1,869 | 5.8343 GBP |
20p ordinary | CFD | increasing a short position | 20 | 5.8350 GBP |
20p ordinary | CFD | increasing a short position | 1,275 | 5.8350 GBP |
20p ordinary | CFD | increasing a short position | 204 | 5.8350 GBP |
20p ordinary | CFD | increasing a short position | 543 | 5.8350 GBP |
20p ordinary | CFD | increasing a short position | 17,843 | 5.8350 GBP |
20p ordinary | CFD | increasing a short position | 883 | 5.8350 GBP |
20p ordinary | CFD | increasing a short position | 1,918 | 5.8350 GBP |
20p ordinary | CFD | increasing a short position | 1,276 | 5.8350 GBP |
20p ordinary | CFD | increasing a short position | 869 | 5.8350 GBP |
20p ordinary | CFD | increasing a short position | 13 | 5.8358 GBP |
20p ordinary | CFD | reducing a long position | 3,988 | 5.8327 GBP |
20p ordinary | CFD | reducing a long position | 12,325 | 5.8350 GBP |
20p ordinary | CFD | reducing a long position | 160 | 5.8350 GBP |
20p ordinary | CFD | reducing a long position | 71 | 5.8351 GBP |
20p ordinary | CFD | reducing a short position | 1,669 | 5.8258 GBP |
20p ordinary | CFD | reducing a short position | 453 | 5.8264 GBP |
20p ordinary | CFD | reducing a short position | 471 | 5.8265 GBP |
20p ordinary | CFD | reducing a short position | 765 | 5.8300 GBP |
20p ordinary | CFD | reducing a short position | 12,822 | 5.8300 GBP |
20p ordinary | CFD | reducing a short position | 378 | 5.8311 GBP |
20p ordinary | CFD | reducing a short position | 2,050 | 5.8315 GBP |
20p ordinary | CFD | reducing a short position | 3,175 | 5.8319 GBP |
20p ordinary | CFD | reducing a short position | 378 | 5.8322 GBP |
20p ordinary | CFD | reducing a short position | 7,500 | 5.8323 GBP |
20p ordinary | CFD | reducing a short position | 400 | 5.8325 GBP |
20p ordinary | CFD | reducing a short position | 17,843 | 5.8330 GBP |
20p ordinary | CFD | reducing a short position | 683,517 | 5.8350 GBP |
20p ordinary | CFD | reducing a short position | 481 | 5.8350 GBP |
20p ordinary | CFD | reducing a short position | 1,266 | 5.8350 GBP |
20p ordinary | CFD | reducing a short position | 1,602 | 5.8350 GBP |
20p ordinary | CFD | reducing a short position | 1 | 5.8450 GBP |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
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 |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
N/A | N/A | N/A | N/A | N/A |
(d) Other dealings (including subscribing for new securities)
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 |
3. 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 exempt principal trader 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 exempt principal trader 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
|
| Date of disclosure: | 26 May 2026 |
| Contact name: | Claire Gordon |
| Telephone number: | +44 141 245-8893 |
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 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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