10th Dec 2019 14:00
AMENDMENT
INCREASED EQUITY PURCHASES BY 275,000 TO 896,060
INCREASED EQUITY SALES BY 260,000 TO 3,159,437
ADDED EQUITY SWAP PURCHASES OF 260,000
ADDED EQUITY SWAP SALES OF 275,000
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: | 22 November 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 | Lowest price per unit paid/received |
Ordinary Share
| Purchase
Sale | 896,060
3,159,437 | 5.7103 GBP
5.7100 GBP | 5.6600 GBP
5.6500 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
|
Ordinary Share | Equity Swap | Long
Short
| 2,000,000 483 2,325 168,853 2,886 5,905 13,798 1,583 189 54,146 65,513 250,000 100,000 75,000 100,000 100,000 10,000
89 2 11,870 8,496 20,985 3,900 1,475 2,337 76,013 14,161 5,765 206,021 275,000 | 5.6500 GBP 5.6840 GBP 5.6849 GBP 5.6860 GBP 5.6866 GBP 5.6870 GBP 5.6875 GBP 5.6880 GBP 5.7000 GBP 5.7064 GBP 5.7100 GBP 7.3055 USD 7.3056 USD 7.3081 USD 7.3156 USD 7.3157 USD 7.3418 USD
5.6500 GBP 5.6840 GBP 5.6897 GBP 5.6898 GBP 5.6906 GBP 5.6921 GBP 5.7000 GBP 5.7027 GBP 5.7100 GBP 5.7103 GBP 7.3173 USD 7.3176 USD 7.3187 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: | 10 December 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.
Related Shares:
Sophos Group