25th Aug 2021 17:09
Amendment - due to the amendment of Derivative transactions, the disclosure made on 18 August for dealings on 16 August has been updated. Section 2(b) has been updated.
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: | (GS) GOLDMAN SACHS INTERNATIONAL |
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | ULTRA ELECTRONICS HOLDINGS PLC |
(c) Name of the party to the offer with which exempt principal trader is connected: | COBHAM ULTRA ACQUISITIONS LIMITED (A WHOLLY-OWNED INDIRECT SUBSIDIARY OF COBHAM GROUP HOLDINGS LIMITED) |
(d) Date dealing undertaken: | 16 August 2021 |
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to the 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 |
5p ordinary | Purchases | 868,568 | 34.2000 GBP | 32.8000 GBP |
5p ordinary | Sales | 964,464 | 34.2000 GBP | 32.7000 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 |
5p ordinary | CFD | Increasing a short position | 13,883 | 33.0145 GBP |
5p ordinary | CFD | Increasing a short position | 27,046 | 33.0145 GBP |
5p ordinary | CFD | Opening a short position | 1,916 | 33.0261 GBP |
5p ordinary | CFD | Opening a short position | 3,732 | 33.0261 GBP |
5p ordinary | CFD | Increasing a short position | 7,677 | 33.0415 GBP |
5p ordinary | CFD | Increasing a short position | 14,956 | 33.0415 GBP |
5p ordinary | CFD | Reducing a short position | 119,805 | 33.0435 GBP |
5p ordinary | CFD | Increasing a short position | 4,636 | 33.0556 GBP |
5p ordinary | CFD | Increasing a short position | 2,380 | 33.0556 GBP |
5p ordinary | CFD | Reducing a short position | 3,032 | 33.2000 GBP |
5p ordinary | CFD | Reducing a short position | 1,192 | 33.2000 GBP |
5p ordinary | CFD | Reducing a short position | 17,787 | 33.2000 GBP |
5p ordinary | CFD | Reducing a short position | 781 | 33.2000 GBP |
5p ordinary | CFD | Opening a short position | 98 | 33.3983 GBP |
5p ordinary | CFD | Opening a short position | 587 | 33.3983 GBP |
5p ordinary | CFD | Opening a short position | 41,499 | 33.3983 GBP |
5p ordinary | CFD | Opening a short position | 2,990 | 33.3983 GBP |
5p ordinary | CFD | Increasing a short position | 7 | 33.4163 GBP |
5p ordinary | CFD | Increasing a short position | 15 | 33.4164 GBP |
5p ordinary | CFD | Increasing a short position | 31 | 33.4164 GBP |
5p ordinary | CFD | Increasing a short position | 203 | 33.4164 GBP |
5p ordinary | CFD | Opening a short position | 60,480 | 33.4302 GBP |
5p ordinary | CFD | Opening a short position | 42,580 | 33.4302 GBP |
5p ordinary | CFD | Increasing a short position | 10,488 | 33.4596 GBP |
5p ordinary | CFD | Increasing a short position | 4,276 | 33.4596 GBP |
5p ordinary | CFD | Opening a short position | 161,021 | 33.4650 GBP |
5p ordinary | CFD | Reducing a short position | 3,420 | 33.4926 GBP |
5p ordinary | CFD | Opening a short position | 32,566 | 33.4943 GBP |
5p ordinary | CFD | Opening a short position | 3,555 | 33.4943 GBP |
5p ordinary | CFD | Opening a short position | 2,411 | 33.4943 GBP |
5p ordinary | CFD | Opening a short position | 9,348 | 33.4943 GBP |
5p ordinary | CFD | Reducing a short position | 17,657 | 33.4966 GBP |
5p ordinary | CFD | Reducing a short position | 3,010 | 33.4967 GBP |
5p ordinary | CFD | Reducing a short position | 1,184 | 33.4967 GBP |
5p ordinary | CFD | Reducing a short position | 775 | 33.4967 GBP |
5p ordinary | CFD | Reducing a short position | 62 | 33.5000 GBP |
5p ordinary | CFD | Reducing a short position | 78 | 33.5000 GBP |
5p ordinary | CFD | Reducing a short position | 257 | 33.5000 GBP |
5p ordinary | CFD | Reducing a short position | 102 | 33.5000 GBP |
5p ordinary | CFD | Opening a short position | 6,543 | 33.5075 GBP |
5p ordinary | CFD | Opening a short position | 2,667 | 33.5075 GBP |
5p ordinary | CFD | Increasing a short position | 20,160 | 33.7367 GBP |
5p ordinary | CFD | Increasing a short position | 14,193 | 33.7367 GBP |
5p ordinary | CFD | Reducing a short position | 1,404 | 33.7636 GBP |
5p ordinary | CFD | Reducing a short position | 552 | 33.7636 GBP |
5p ordinary | CFD | Reducing a short position | 8,237 | 33.7636 GBP |
5p ordinary | CFD | Reducing a short position | 361 | 33.7636 GBP |
5p ordinary | CFD | Reducing a short position | 49,932 | 33.7933 GBP |
5p ordinary | SWAP | Opening a short position | 1,620 | 33.0020 GBP |
5p ordinary | SWAP | Opening a short position | 3,666 | 33.0020 GBP |
5p ordinary | SWAP | Opening a short position | 19,786 | 33.0020 GBP |
5p ordinary | SWAP | Opening a short position | 1,595 | 33.0020 GBP |
5p ordinary | SWAP | Reducing a long position | 322,200 | 34.0000 GBP |
5p ordinary | SWAP | Increasing a long position | 322,200 | 34.0000 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 |
(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: | 25 August 2021 |
| Contact name: | Paul Grainger and Kashif Rafiq |
| Telephone number: | +44(20) 7552 9835 / +44(20) 7051 0547 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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