12th Jun 2023 11:21
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 | Network International Holdings plc |
(c) Name of the party to the offer with which exempt principal trader is connected: | Financial advisor and corporate broker to Network International Holdings PLC |
(d) Date dealing undertaken: | 9 June 2023 |
(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 |
10p ordinary | Purchase
Sale | 13,368,435
7,531,358 | 3.8500 GBP
3.8457 GBP | 3.8257 GBP
3.8000 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 |
10p ordinary | Equity Swap | Decrease Long
Decrease Short
Increase Long
Increase Short
Opening a Short Position | 20,000 38,176 1 3,294 22,000 200,000
2,518 122 670,642 18,094 17,109 75,000 41,187 798 127 4,769 90,403 24,435 9,044 16,305 7,349 88,282 18,841 481 15,000 1,220,048 13,963 90,379 25,000 1,645 539 2,368 18,489 2,920 9,062 100,000 2,269
121 112 2,000 23,000
1,500,000 127 18,665 170,487 206,040 200,000 30,481 1,105,000 42,792 9,256 874 58,503 47,556 14,356 9,419 2,030 59,711 6,844 2,170,087 505 635,000 2,942 327,111 327,110 15,786 615,000 3,232 7,488 213,329 80,770 211,912 150,000
273,735 | 3.8293 GBP 3.8303 GBP 3.8321 GBP 3.8326 GBP 3.8392 GBP 3.8438 GBP
3.8297 GBP 3.8300 GBP 3.8322 GBP 3.8324 GBP 3.8330 GBP 3.8331 GBP 3.8332 GBP 3.8339 GBP 3.8340 GBP 3.8344 GBP 3.8346 GBP 3.8348 GBP 3.8352 GBP 3.8353 GBP 3.8355 GBP 3.8357 GBP 3.8358 GBP 3.8360 GBP 3.8362 GBP 3.8366 GBP 3.8368 GBP 3.8369 GBP 3.8380 GBP 3.8381 GBP 3.8388 GBP 3.8397 GBP 3.8398 GBP 3.8400 GBP 3.8401 GBP 3.8431 GBP 3.8457 GBP
3.8297 GBP 3.8317 GBP 3.8337 GBP 3.8357 GBP
3.8257 GBP 3.8300 GBP 3.8302 GBP 3.8304 GBP 3.8305 GBP 3.8307 GBP 3.8322 GBP 3.8329 GBP 3.8333 GBP 3.8339 GBP 3.8341 GBP 3.8343 GBP 3.8344 GBP 3.8348 GBP 3.8355 GBP 3.8357 GBP 3.8360 GBP 3.8364 GBP 3.8369 GBP 3.8371 GBP 3.8372 GBP 3.8373 GBP 3.8379 GBP 3.8382 GBP 3.8384 GBP 3.8391 GBP 3.8401 GBP 3.8402 GBP 3.8415 GBP 3.8418 GBP 3.8427 GBP 3.8447 GBP
3.8313 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 |
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(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) |
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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
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(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
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| Date of disclosure: | 12 June 2023 |
| Contact name: | Natasha Mondon |
| Telephone number: | 01202 325175 |
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.
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