23 Oct 2019 14:57
AMENDMENT
INCREASED EQUITY PURCHASES BY 129,278 TO 5,914,198
INCREASED EQUITY SALES BY 2,522,620 TO 9,147,751
ADDED EQUITY SWAP SALES OF 306,658
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: | 15 October 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 (GBP) | Lowest price per unit paid/received (GBP) |
Ordinary Share | Purchase
Sale | 5,914,198
9,147,751 | 5.7793
5.7970 | 5.7047
5.7100 |
(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
| 3,683 3,110 46,375 4,096 1,172 6,525 7,962 1,234 2,951 13,349 1,273 3,068 1,228 3,509 24,898 4,219 12 2,152 763 184 5,554 64,485 1,627 10,665 6,334 2,707 14 741
3,424 2,380 83,150 1,847 158 919 7,504 211 25,078 254 2,492 15,923 1,438 328 11,089 17,839 6,157 6,614 225,000 117,881 28,007 50,356 50,000 17,285 37,500 26,200 12,500 25,000 775 12,500 12,500 12,500 763 12,500 53,110 39,640 39,638 | 5.7215 GBP 5.7237 GBP 5.7252 GBP 5.7258 GBP 5.7276 GBP 5.7277 GBP 5.7278 GBP 5.7279 GBP 5.7280 GBP 5.7291 GBP 5.7309 GBP 5.7316 GBP 5.7319 GBP 5.7356 GBP 5.7406 GBP 5.7414 GBP 5.7432 GBP 5.7440 GBP 5.7486 GBP 5.7494 GBP 5.7496 GBP 5.7506 GBP 5.7533 GBP 5.7554 GBP 5.7570 GBP 5.7675 GBP 5.7720 GBP 5.7739 GBP
5.7100 GBP 5.7109 GBP 5.7280 GBP 5.7360 GBP 5.7382 GBP 5.7389 GBP 5.7454 GBP 5.7461 GBP 5.7463 GBP 5.7482 GBP 5.7493 GBP 5.7498 GBP 5.7502 GBP 5.7507 GBP 5.7528 GBP 5.7531 GBP 5.7534 GBP 5.7546 GBP 5.7548 GBP 5.7564 GBP 5.7567 GBP 5.7571 GBP 5.7593 GBP 5.7619 GBP 5.7629 GBP 5.7636 GBP 5.7665 GBP 5.7669 GBP 5.7672 GBP 5.7677 GBP 5.7679 GBP 5.7697 GBP 5.7700 GBP 5.7702 GBP 5.7709 GBP 7.2729 USD 7.2883 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: | 23 October 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.