JPMorgan Securities Plc Form 8.5 (EPT/RI)- Sophos Group plc AMENDMENT (9504C)
February 13 2020 - 7:59AM
UK Regulatory
TIDMSOPH
RNS Number : 9504C
JPMorgan Securities Plc
13 February 2020
AMENDMENT
DECREASED EQUITY PURCHASES BY 226,422 TO 471,171
ADDED EQUITY SWAP PURCHASES OF 273,193
ADDED EQUITY SWAP SALES OF 32,727
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 Sophos Group plc
securities this form relates:
Use a separate form for each offeror/offeree
----------------------------------------------------------
(c) Name of the party to the offer with which exempt Lead Financial Advisor and Corporate Broker to Sophos
principal trader is connected: Group plc
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(d) Date dealing undertaken: 3 February 2020
----------------------------------------------------------
(e) In addition to the company in 1(b) above, is the N/A
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"
----------------------------------------------------------
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 Purchases/ sales Total number of Highest price per unit Lowest price per unit
security securities paid/received paid/received
Ordinary Share Purchase 471,171 5.6700 GBP 5.5880 GBP
Sale 466,792 5.6700 GBP 5.5960 GBP
----------------- ------------------------ ----------------------- -----------------------
(b) Cash-settled derivative transactions
Class of relevant Product description Nature of dealing Number of reference Price per unit
security e.g. CFD e.g. opening/closing a securities
long/short position,
increasing/reducing a
long/short position
Ordinary Share Equity Swap Long 355 5.6043 GBP
1,200 5.6099 GBP
1,947 5.6121 GBP
2,902 5.6272 GBP
2,547 5.6277 GBP
3,951 5.6347 GBP
3,457 5.6381 GBP
723 5.6460 GBP
472 5.6492 GBP
2,376 5.6502 GBP
2,087 5.6519 GBP
58,803 5.6620 GBP
273,193 7.3394 USD
Short 2,314 5.6463 GBP
9,485 5.6477 GBP
6,287 5.6540 GBP
2,181 5.6582 GBP
2,613 5.6590 GBP
1,017 5.6600 GBP
48,809 5.6620 GBP
8,399 5.6623 GBP
75,000 7.3658 USD
49,028 7.3678 USD
32,727 7.3722 USD
208,019 7.3790 USD
-------------------- ------------------------- ------------------------- ---------------
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of Product Writing, Number of Exercise Type Expiry date Option money
relevant description purchasing, securities price per e.g. paid/
security e.g. call selling, to which unit American, received per
option varying etc. option European unit
relates etc.
Ordinary
Share
------------- ------------- ------------- -------------- ------------- ------------ -------------
(ii) Exercise
Class of relevant Product description Exercising/ exercised Number of securities Exercise price per
security e.g. call option against unit
(d) Other dealings (including subscribing for new securities)
Class of relevant security Nature of dealing Details Price per unit (if applicable)
e.g. subscription, conversion
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: 13 February 2020
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.
This information is provided by RNS, the news service of the
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contact rns@lseg.com or visit www.rns.com.
END
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