17th Nov 2022 11:44
FORM 8.5 (EPT/NON-RI) | |||||
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN | |||||
EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS | |||||
(OR WHERE RI STATUS IS NOT APPLICABLE) | |||||
Rule 8.5 of the Takeover Code (the "Code") | |||||
1. | KEY INFORMATION | ||||
(a) | Name of exempt principal trader: | BARCLAYS CAPITAL SECURITIES LTD | |||
(b) | Name of offeror/offeree in relation to whose | MICRO FOCUS INTERNATIONAL PLC | |||
relevant securities this form relates: | |||||
(c) | Name of the party to the offer with which exempt | Open Text Corporation | |||
principal trader is connected | |||||
(d) | Date position held/dealing undertaken: | 16 November 2022 | |||
(e) | In addition to the company in 1(b) above, is the exempt principal | NO |
| ||
trader making disclosures in respect of any other party to the offer? | |||||
2. | POSITIONS OF THE EXEMPT PRINCIPAL TRADER | ||||||
(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: | 10p ordinary | ||||||
Interests | Short Positions | ||||||
Number | (%) | Number | (%) | ||||
(1) | Relevant securities owned | ||||||
and/or controlled: | 13,985,788 | 4.12% | 919,386 | 0.27% | |||
(2) | Cash-settled derivatives: | ||||||
10,344 | 0.00% | 13,161,159 | 3.88% | ||||
(3) | Stock-settled derivatives (including options) | ||||||
and agreements to purchase/sell: | 0 | 0.00% | 0 | 0.00% | |||
TOTAL: | 13,996,132 | 4.13% | 14,080,545 | 4.15% | |||
(b) | Rights to subscribe for new securities (including directors and other executive | ||||||
| options) |
| |||||
Class of relevant security in relation to | |||||||
which subscription right exists | |||||||
Details, including nature of the rights | |||||||
concerned and relevant percentages: | |||||||
3. | DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER | ||||||
(a) | Purchases and sales | ||||||
Class of relevant | Purchase/sale | Total number of | Highest price per unit | Lowest price per unit | |||
security | securities | paid/received | paid/received | ||||
10p ordinary | Purchase | 96,345 | 5.2480 GBP | 5.2346 GBP | |||
10p ordinary | Sale | 82,281 | 5.2480 GBP | 5.2346 GBP | |||
(b) | Cash-settled derivative transactions | ||||||
Class of | Product | Nature of dealing | Number of | Price per | |||
relevant | description | reference | unit | ||||
security | securities | ||||||
10p ordinary | CFD | Decreasing Short | 1,168 | 5.2332 GBP | |||
10p ordinary | CFD | Decreasing Short | 6,228 | 5.2479 GBP | |||
10p ordinary | CFD | Decreasing Short | 6,228 | 5.2346 GBP | |||
10p ordinary | SWAP | Increasing Short | 499 | 5.2340 GBP | |||
10p ordinary | SWAP | Increasing Short | 1,386 | 5.2426 GBP | |||
10p ordinary | SWAP | Increasing Short | 3,546 | 5.2480 GBP | |||
10p ordinary | SWAP | Increasing Short | 3,787 | 5.2360 GBP | |||
10p ordinary | SWAP | Increasing Short | 6,048 | 5.2383 GBP | |||
10p ordinary | SWAP | Increasing Short | 19,056 | 5.2352 GBP | |||
10p ordinary | SWAP | Increasing Short | 25,157 | 5.2356 GBP | |||
(c) | Stock-settled derivative transactions (including options) |
| |||||
(i) | Writing, selling, purchasing or varying |
| |||||
Class | Product | Writing, | Number | Exercise | Type | Expiry | Option |
of | description | purchasing, | of | price | date | money | |
relevant | selling, | securities | per unit | paid/ | |||
security | varying etc | to which | received | ||||
option | per unit | ||||||
relates | |||||||
(ii) | Exercising |
| |||||
Class of relevant | Product description | Exercising/ exercised against | Number of | Exercise price per | |||
security | securities | unit | |||||
(d) | Other dealings (including subscribing for new securities) |
| |||||
Class of relevant | Nature of Dealings | Details | Price per unit (if | ||||
security | applicable) | ||||||
4. | OTHER INFORMATION | |||||
(a) | Indemnity and other dealings 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: | ||||||
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 of future acquisition or disposal of any relevant securities to which | ||||||
any derivative is referenced: | ||||||
NONE | ||||||
(c) | Attachments |
| ||||
Is a Supplemental Form 8 (Open Positions) attached? | NO | |||||
Date of disclosure: | 17 Nov 2022 | |||||
Contact name: | Large Holdings Regulatory Operations | |||||
Telephone number: | 020 3134 7213 | |||||
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