Form 8.5 (EPT/RI)-Replacement of Smart Metering

Morgan Stanley & Co. Int'l plc

23 January 2024

 

AMENDMENT(2(a), 2(b))

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:	Morgan Stanley & Co. International plc
(b) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Smart Metering Systems plc
(c) Name of the party to the offer with which exempt principal trader is connected:	Sienna Bidco Limited (a company wholly-owned by funds advised by KKR)
(d) Date dealing undertaken:	18 January 2024
(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
1p ordinary	SALES	1,729,649	9.5005 GBP	9.4799 GBP
1p ordinary	PURCHASES	796,116	9.5066 GBP	9.4750 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
1p ordinary	CFD	increasing a long position	725	9.4853 GBP
1p ordinary	CFD	increasing a long position	341,389	9.4924 GBP
1p ordinary	CFD	increasing a long position	397,744	9.4925 GBP
1p ordinary	CFD	increasing a long position	20,000	9.4952 GBP
1p ordinary	CFD	increasing a long position	992	9.5000 GBP
1p ordinary	CFD	increasing a long position	116,460	9.5000 GBP
1p ordinary	CFD	increasing a short position	14,735	9.4954 GBP
1p ordinary	CFD	increasing a short position	5,018	9.4990 GBP
1p ordinary	CFD	increasing a short position	21	9.4995 GBP
1p ordinary	CFD	increasing a short position	8,314	9.5000 GBP
1p ordinary	CFD	increasing a short position	393	9.5000 GBP
1p ordinary	CFD	increasing a short position	638	9.5000 GBP
1p ordinary	CFD	increasing a short position	21,852	9.5014 GBP
1p ordinary	CFD	increasing a short position	34,295	9.5025 GBP
1p ordinary	CFD	increasing a long position	108	9.4800 GBP
1p ordinary	CFD	increasing a short position	39,558	9.4971 GBP
1p ordinary	CFD	increasing a short position	700	9.5100 GBP
1p ordinary	CFD	reducing a short position	39,558	9.4895 GBP
1p ordinary	CFD	reducing a short position	142,671	9.4925 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
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

(ii)        Exercise

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

(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)
N/A	N/A	N/A	N/A

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 January 2024
Contact name:	Craig Horsley
Telephone number:	[phone]

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 [phone].

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

 

END