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

Morgan Stanley & Co. Int'l plc

20 December 2023

 

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:	15 December 2023
(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	PURCHASES	33,290	12.1753 USD	12.1753 USD
1p ordinary	SALES	33,290	12.1753 USD	12.1753 USD
1p ordinary	PURCHASES	262,518	9.6050 GBP	9.5900 GBP
1p ordinary	SALES	159,795	9.6050 GBP	9.5900 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	47	9.5900 GBP
1p ordinary	CFD	increasing a long position	503	9.5939 GBP
1p ordinary	CFD	increasing a long position	30,974	9.5947 GBP
1p ordinary	CFD	increasing a long position	2,593	9.5968 GBP
1p ordinary	CFD	increasing a long position	744	9.5968 GBP
1p ordinary	CFD	increasing a short position	17,379	9.6000 GBP
1p ordinary	CFD	increasing a long position	6,865	9.5900 GBP
1p ordinary	CFD	increasing a long position	17,351	9.5968 GBP
1p ordinary	CFD	increasing a short position	9	9.5900 GBP
1p ordinary	CFD	increasing a short position	50,256	9.5950 GBP
1p ordinary	CFD	increasing a short position	6,226	9.5950 GBP
1p ordinary	CFD	increasing a short position	12,528	9.5969 GBP
1p ordinary	CFD	increasing a short position	30,990	9.5969 GBP
1p ordinary	CFD	increasing a short position	24,335	9.5977 GBP
1p ordinary	CFD	increasing a short position	13,221	9.5995 GBP
1p ordinary	CFD	increasing a short position	104	9.6000 GBP
1p ordinary	CFD	reducing a long position	3,748	9.5937 GBP
1p ordinary	CFD	reducing a long position	6,447	9.6000 GBP
1p ordinary	CFD	reducing a long position	418	9.6008 GBP
1p ordinary	CFD	reducing a short position	487	9.5900 GBP
1p ordinary	CFD	reducing a short position	202	9.5942 GBP
1p ordinary	CFD	reducing a short position	17,379	9.6000 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:	20 December 2023
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