13 Dec 2019 14:11
AMENDMENT
INCREASED EQUITY PURCHASES BY 3,416,498 TO 3,793,287
INCREASED EQUITY SALES BY 26,039 TO 710,515
ADDED EQUITY SWAP PURCHASES OF 26,039
ADDED EQUITY SWAP SALES OF 4,013,560
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: | J.P. Morgan Securities Plc |
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Sophos Group plc |
(c) Name of the party to the offer with which exempt principal trader is connected: | Lead Financial Advisor and Corporate Broker to Sophos Group plc |
(d) Date dealing undertaken: | 2 December 2019 |
(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 |
Ordinary Share
| Purchase
Sale | 3,793,287
710,515 | 5.6740 GBP
5.6720 GBP | 5.6480 GBP
5.6500 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 |
Ordinary Share | Equity Swap | Long
Short
| 46,033 9,027 12,409 3,086 48,685 22,939 10,369 3,411 40 18,871 225 26,039 1,392
906 62,901 812 10,539 12,168 15,109 12,500 23,762 21,736 9,032 6,767 3,464 1,871 851 214,156 500,000 2,000,000 1,297,062 64,156 2,342 | 5.6500 GBP 5.6541 GBP 5.6557 GBP 5.6559 GBP 5.6560 GBP 5.6570 GBP 5.6580 GBP 5.6591 GBP 5.6600 GBP 5.6610 GBP 5.6621 GBP 7.3030 USD 7.3224 USD
5.6500 GBP 5.6560 GBP 5.6584 GBP 5.6598 GBP 5.6611 GBP 5.6623 GBP 5.6627 GBP 5.6632 GBP 5.6643 GBP 5.6671 GBP 5.6681 GBP 5.6684 GBP 5.6700 GBP 5.6740 GBP 7.3140 USD 7.3181 USD 7.3184 USD 7.3210 USD 7.3261 USD 7.3267 USD |
(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 |
Ordinary Share |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
|
(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) |
|
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: | 13 December 2019 |
| Contact name: | Alwyn Basch |
| Telephone number: | 020 7742 7407 |
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.