5 Dec 2019 11:25
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| (a) | Full name of discloser: | Barclays PLC. |
| (b) | Owner or controller of interest and short |
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| positions disclosed, if different from 1(a): | ||
| (c) | Name of offeror/offeree in relation to whose | SOPHOS GROUP PLC |
| relevant securities this form relates: | ||
| (d) | If an exempt fund manager connected with an |
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| offeror/offeree, state this and specify identity of | ||
| offeror/offeree: | ||
| (e) | Date position held/dealing undertaken: | 04 December 2019 |
| (f) | In addition to the company in 1(c) above, is the discloser making | NO |
| disclosures in respect of any other party to the offer? |
2. POSITIONS OF THE PERSON 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 following the dealing (if any)
| Class of relevant security: | 3p ordinary | ||||
| Interests | Short Positions | ||||
| Number | (%) | Number | (%) | ||
(1) | Relevant securities owned | ||||
| and/or controlled: | 23,209,705 | 4.73% | 13,376,332 | 2.72% | |
(2) | Cash-settled derivatives: | ||||
76,158 | 0.02% | 21,624,284 | 4.40% | ||
(3) | Stock-settled derivatives (including options) | ||||
| and agreements to purchase/sell: | 0 | 0.00% | 0 | 0.00% | |
| TOTAL: | 23,285,863 | 4.74% | 35,000,616 | 7.13% | |
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).
(b) Rights to subscribe for new securities (including directors’ and other employee options)
Class of relevant security in relation to which subscription right exists: |
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Details, including nature of the rights concerned and relevant percentages: |
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3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
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.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
| Class of relevant | Purchase/sale | Number of | Price per unit |
| security | securities |
| |
| 3p ordinary | Purchase | 1,085 | 5.5844 GBP |
| 3p ordinary | Purchase | 7,000 | 5.6062 GBP |
| 3p ordinary | Purchase | 7,125 | 5.5860 GBP |
| 3p ordinary | Purchase | 10,382 | 5.5862 GBP |
| 3p ordinary | Purchase | 13,886 | 5.6070 GBP |
| 3p ordinary | Purchase | 34,038 | 5.5857 GBP |
| 3p ordinary | Purchase | 63,592 | 5.5921 GBP |
| 3p ordinary | Sale | 592 | 5.6270 GBP |
| 3p ordinary | Sale | 884 | 5.5800 GBP |
| 3p ordinary | Sale | 3,635 | 5.6153 GBP |
| 3p ordinary | Sale | 5,151 | 5.5886 GBP |
| 3p ordinary | Sale | 5,176 | 5.5981 GBP |
| 3p ordinary | Sale | 6,605 | 5.6140 GBP |
| 3p ordinary | Sale | 6,679 | 5.6220 GBP |
| 3p ordinary | Sale | 7,019 | 5.5934 GBP |
| 3p ordinary | Sale | 7,125 | 5.5860 GBP |
| 3p ordinary | Sale | 9,737 | 5.5937 GBP |
| 3p ordinary | Sale | 11,196 | 5.5846 GBP |
| 3p ordinary | Sale | 28,359 | 5.5901 GBP |
| 3p ordinary | Sale | 31,185 | 5.5929 GBP |
| 3p ordinary | Sale | 35,878 | 5.5963 GBP |
| 3p ordinary | Sale | 47,125 | 5.6050 GBP |
| 3p ordinary | Sale | 58,556 | 5.5902 GBP |
| 3p ordinary | Sale | 153,290 | 5.5898 GBP |
(b) Cash-settled derivative transactions
| Class of | Product | Nature of dealing | Number of | Price per |
| relevant | description | reference | unit | |
| security | securities |
| ||
| 3p ordinary | SWAP | Long | 2 | 5.6700 GBP |
| 3p ordinary | SWAP | Long | 2,563 | 5.5871 GBP |
| 3p ordinary | SWAP | Long | 2,653 | 5.5963 GBP |
| 3p ordinary | SWAP | Long | 3,076 | 5.6001 GBP |
| 3p ordinary | SWAP | Long | 4,093 | 5.5923 GBP |
| 3p ordinary | SWAP | Long | 4,253 | 5.5897 GBP |
| 3p ordinary | CFD | Long | 11,196 | 5.5846 GBP |
| 3p ordinary | CFD | Long | 12,609 | 5.5855 GBP |
| 3p ordinary | CFD | Long | 16,632 | 5.5920 GBP |
| 3p ordinary | SWAP | Long | 53,725 | 5.5921 GBP |
| 3p ordinary | CFD | Long | 58,556 | 5.5903 GBP |
| 3p ordinary | SWAP | Long | 81,359 | 5.5903 GBP |
| 3p ordinary | SWAP | Short | 7,000 | 5.6062 GBP |
| 3p ordinary | SWAP | Short | 9,355 | 5.5980 GBP |
| 3p ordinary | CFD | Short | 13,886 | 5.6070 GBP |
| 3p ordinary | SWAP | Short | 71,091 | 5.5898 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 |
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(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
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(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) |
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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 person 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
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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 person 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
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(c) Attachments
| Is a Supplemental Form 8 (Open Positions) attached? | NO |
| Date of disclosure: | 5 Dec 2019 |
| Contact name: | Large Holdings Regulatory Operations |
| Telephone number: | 020 3134 7213 |
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.
*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel’s Market Surveillance Unit.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
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