18 Oct 2019 11:19
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: | 17 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 | 3,890,861
2,938,455 | 5.7010
5.7060 | 5.6211
5.6020 |
(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
| 1,648 1,439 16,879 27,895 814 11,040 4,668 48,529 698 1,706 16,683 18,305 27,432 8,517 45 5,828 35 850 2,063 5,264
574 1,296 13,968 4,233 5,721 146,583 12,500 971 75,000 37,500 22,929 1,118 3,596 24,360 3,563 124,263 23,601 12,500 12,500 238 1,170 9,617 4,870 7,500 17,082 | 5.6220 GBP 5.6447 GBP 5.6545 GBP 5.6580 GBP 5.6608 GBP 5.6617 GBP 5.6644 GBP 5.6663 GBP 5.6667 GBP 5.6708 GBP 5.6722 GBP 5.6727 GBP 5.6736 GBP 5.6758 GBP 5.6760 GBP 5.6778 GBP 5.6900 GBP 5.6938 GBP 5.6977 GBP 5.7007 GBP
5.6432 GBP 5.6582 GBP 5.6605 GBP 5.6609 GBP 5.6619 GBP 5.6620 GBP 5.6655 GBP 5.6661 GBP 5.6696 GBP 5.6703 GBP 5.6724 GBP 5.6730 GBP 5.6759 GBP 5.6762 GBP 5.6774 GBP 5.6780 GBP 5.6793 GBP 5.6814 GBP 5.6864 GBP 5.6912 GBP 5.6920 GBP 5.6941 GBP 7.2773 USD 7.2786 USD 7.2804 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: | 18 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.