24th Apr 2023 11:23
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: | 21 April 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 | 18,824,736
14,846,198 | 4.0000 GBP
4.0080 GBP | 3.9350 GBP
3.9340 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 Long Position
Opening a Short Position
| 7,125 15,595 6
6,162 65,726 26,000 110,556 2,366
12,296 1 35,000 260 60,463
6,312 500,000 2,051,775 500,000 37,726 140,094 500,000 500,000
2,284 3,523 50,000 51,305 13,541 184,090 781 60,179 125,407 3,641 713 50,000 50,000 820 11,925 406
225,000 186,638 38,729 17,702 30,109 50,528 1,455 4,345 996 831 1,426 11,824 115,760 | 3.9581 GBP 3.9635 GBP 3.9700 GBP
3.9473 GBP 3.9485 GBP 3.9611 GBP 3.9735 GBP 4.0082 GBP
3.9538 GBP 3.9600 GBP 3.9680 GBP 3.9697 GBP 3.9700 GBP
3.9483 GBP 3.9484 GBP 3.9520 GBP 3.9530 GBP 3.9553 GBP 3.9559 GBP 3.9564 GBP 3.9730 GBP
3.9350 GBP 3.9426 GBP 3.9480 GBP 3.9552 GBP 3.9642 GBP 3.9668 GBP 3.9672 GBP 3.9698 GBP 3.9700 GBP 3.9722 GBP 3.9799 GBP 3.9880 GBP 3.9980 GBP 3.9997 GBP 3.9998 GBP 4.0000 GBP
3.9512 GBP 3.9540 GBP 3.9564 GBP 3.9700 GBP 3.9702 GBP 3.9739 GBP 3.9759 GBP 3.9765 GBP 3.9770 GBP 3.9793 GBP 3.9801 GBP 3.9802 GBP 4.0000 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 |
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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: | 24 April 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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