SOPH Sophos Group Plc

TIDMSOPH 
 

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the "Code")

1. KEY INFORMATION

 
(a) Full name of discloser:                     NBC Global Finance Limited 
                                                  LEI: 549300KWU8YQOYSK5Y64 
(b) Owner or controller of interests and        National Bank of Canada 
short positions  disclosed, if different 
from 1(a):   The naming of nominee or 
vehicle companies is insufficient. For  a 
trust, the trustee(s), settlor and 
beneficiaries must be named. 
(c) Name of offeror/offeree in relation to      SOPHOS GROUP PLC 
whose relevant  securities this form 
relates:   Use a separate form for each 
offeror/offeree 
(d) If an exempt fund manager connected with    N/A 
an offeror/offeree,  state this and specify 
identity of offeror/offeree: 
(e) Date position held/dealing undertaken:     18 February 2020 
 For an opening position disclosure, state 
the latest  practicable date prior to the 
disclosure 
(f) In addition to the company in 1(c)          No 
above, is the discloser  making disclosures 
in respect of any other party to the offer? 
  If it is a cash offer or possible cash 
offer, state "N/A" 
 

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

 
Class of relevant security:      1P ORDINARY 
                                 Interests         Short positions 
                                 Number     %      Number      % 
(1) Relevant securities owned 
 and/or controlled:              6,230,614  1.26% 
(2) Cash-settled derivatives:                      6,230,614   1.26% 
(3) Stock-settled derivatives 
(including options) and 
agreements  to 
purchase/sell: 
TOTAL:                           6,230,614  1.26%  6,230,614   1.26% 
 

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including directors' and other employee options)

 
Class of relevant security in relation to which subscription  right       N/A 
exists: 
Details, including nature of the rights concerned and relevant            N/A 
percentages: 
 

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(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                    Number of 
security            Purchase/sale    securities         Price per unit 
1P ORDINARY          Purchase         2,300,000          6.816 EUR 
1P ORDINARY          Sale             2,721,569          7.3885 USD 
1P ORDINARY          Sale             1,097,004          5.68 GBP 
 

(b) Cash-settled derivative transactions

 
                           Nature of dealing 
                            e.g. 
                           opening/closing a 
            Product        long/short position, 
Class of    description    increasing/reducing    Number of 
relevant      e.g.        a long/short         reference   Price per 
security    CFD            position               securities  unit 
1P           TOTAL RETURN    DECREASING A LONG 
 ORDINARY     SWAP            POSITION             2,300,000   6.816 EUR 
1P           TOTAL RETURN    DECREASING A SHORT    2,721,569   7.3885 
 ORDINARY     SWAP            POSITION                         USD 
1P           TOTAL RETURN    DECREASING A SHORT    1,097,004   5.68 GBP 
 ORDINARY     SWAP            POSITION 
 

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

.

 
Class of  Product      Writing,     Number of   Exercise  Type     Expiry  Option 
relevant  description  purchasing,  securities  price     e.g.       date    money 
security  e.g. call    selling,     to which    per       American,          paid/ 
          option       varying      option      unit      European           received 
                       etc.         relates               etc.               per 
                                                                             unit 
 

(ii) Exercise

 
Class of        Product         Exercising/     Number of       Exercise price 
relevant        description    exercised       securities      per unit 
security         e.g. call     against 
                option 
 

(d) Other dealings (including subscribing for new securities)

 
Class of relevant       Nature of dealing    Details  Price per unit (if 
security                e.g. subscription,              applicable) 
                        conversion 
 

4. 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 person 
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 person 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 
 

(c) Attachments

 
Is a Supplemental Form 8 (Open Positions) attached?  NO 
 
 
Date of disclosure:    19 February 2020 
Contact name:          Luyi Zhang 
Telephone number:      353-1-605-9818 
 

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 disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

View source version on businesswire.com: https://www.businesswire.com/news/home/20200219005647/en/

 
    CONTACT: 

NBC GLOBAL

 
    SOURCE: NBC GLOBAL 
Copyright Business Wire 2020 
 

(END) Dow Jones Newswires

February 19, 2020 10:17 ET (15:17 GMT)