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 |
Virgin Money UK plc |
(c) Name of the party to the offer with which exempt principal trader is connected: |
Joint financial adviser and joint corporate broker to Virgin Money UK plc |
(d) Date dealing undertaken: |
2 April 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 |
10p ordinary |
Purchase
Sale |
3,407,972
3,411,494 |
2.1780 GBP
2.1800 GBP |
2.1460 GBP
2.1480 GBP |
Class of relevant security |
Purchases/ sales
|
Total number of securities |
Highest price per unit paid/received |
Lowest price per unit paid/received |
CDI |
Purchase
Sale |
-
- |
-
- |
-
- |
(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 |
10p ordinary |
Equity Swap |
Decrease Long
Decrease Short
Increase Long
Increase Short
|
99 4,775 1,459
272 843 2,244 50,000 5,860 33,834 8,764 118,700 250,000 337 572,284 5,960 6,628 33,811 13,275 13,314 3,944 19,157 8,828 3,521
3,722
40,701 760 22,891 155 82,169 8,502 17,729 130 5,781 245,767 1,904 14,799 2,677 7,805 370,181 8,363 185 15,800 2 97,185 18,085 2,514 81,915 |
2.1576 GBP 2.1626 GBP 2.1642 GBP
2.1503 GBP 2.1566 GBP 2.1576 GBP 2.1617 GBP 2.1631 GBP 2.1640 GBP 2.1657 GBP 2.1661 GBP 2.1669 GBP 2.1679 GBP 2.1684 GBP 2.1692 GBP 2.1696 GBP 2.1702 GBP 2.1705 GBP 2.1708 GBP 2.1723 GBP 2.1747 GBP 2.1754 GBP 2.1770 GBP
2.1652 GBP
2.1579 GBP 2.1580 GBP 2.1617 GBP 2.1620 GBP 2.1621 GBP 2.1622 GBP 2.1649 GBP 2.1652 GBP 2.1653 GBP 2.1662 GBP 2.1673 GBP 2.1681 GBP 2.1685 GBP 2.1691 GBP 2.1697 GBP 2.1699 GBP 2.1702 GBP 2.1719 GBP 2.1722 GBP 2.1749 GBP 2.1773 GBP 2.1775 GBP 2.1782 GBP |
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 |
CDI |
Equity Swap |
Opening a Long Position
Opening a Short Position |
13,879,714
12,724,526 750,000 |
2.2227 AUD
2.0500 AUD 4.1266 AUD |
(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 |
|
|
|
|
|
|
|
|
(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: |
3 April 2024 |
Contact name: |
Natasha Mondon |
Telephone number: |
01202 325175 |
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.