23rd Oct 2019 14:59
AMENDMENT
DECREASED EQUITY PURCHASES BY 1,052,998 TO 3,271,001
INCREASED EQUITY SALES BY 24 TO 3,010,189
ADDED EQUITY SWAP PURCHASES OF 24
ADDED EQUITY SWAP SALES OF 49,032
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: | 16 October 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 (GBP) | Lowest price per unit paid/received (GBP) |
Ordinary Share | Purchase
Sale | 3,271,001
3,010,189 | 5.7480
5.7480 | 5.6700
5.6710 |
(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
| 44,158 7,328 8,026 3,633 79 4,032 19,574 36,221 6,368 10,039 44,062 6,836 49,853 11,631 2,048 643 231 513 24
1,885 844 12,500 25,000 2,043 50,000 12,500 12,500 26,599 62 96,634 17,264 12,500 50,000 50,000 4,406 39,583 50,000 21,571 366 56,402 1,365 477 6,544 10,737 4,303 787 815 9,522 15,000 3,984 30,000 48 | 5.6780 GBP 5.6804 GBP 5.6912 GBP 5.6979 GBP 5.7007 GBP 5.7056 GBP 5.7120 GBP 5.7134 GBP 5.7136 GBP 5.7172 GBP 5.7192 GBP 5.7200 GBP 5.7223 GBP 5.7250 GBP 5.7278 GBP 5.7378 GBP 5.7380 GBP 5.7458 GBP 7.2885 USD
5.6709 GBP 5.6783 GBP 5.6905 GBP 5.6933 GBP 5.6942 GBP 5.6963 GBP 5.6988 GBP 5.7008 GBP 5.7029 GBP 5.7034 GBP 5.7042 GBP 5.7051 GBP 5.7069 GBP 5.7073 GBP 5.7089 GBP 5.7093 GBP 5.7125 GBP 5.7129 GBP 5.7138 GBP 5.7140 GBP 5.7161 GBP 5.7174 GBP 5.7200 GBP 5.7250 GBP 5.7320 GBP 5.7343 GBP 5.7364 GBP 5.7391 GBP 5.7470 GBP 7.2902 USD 7.2912 USD 7.2923 USD 7.3116 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: | 23 October 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